Bed Buddies
by ewokazon
Summary: A series of unplanned sleepovers leads to revelations of unexpected feelings.Clois
1. Roll Over…

Title: Bed Buddies

Rating: T

Summary: A series of unplanned sleepovers leads to revelations of unexpected feelings.

Disclaimer: I own nothing.

**Roll Over… **

Clark Kent lay in his bed listening to that familiar sound of water falling. It wasn't raining that night; not even Smallville: Land of the Strange had rain showers that lasted anywhere near as long as a Lane shower. Whoever said that the sound of water was meant to be soothing didn't have super hearing to deal with. Not only could he hear every drop of water that fell from the showerhead to land on skin or tub but also he knew should he choose to concentrate even the slightest he would be able to hear her humming to herself as she washed. It wasn't such an unpleasant sound in itself but Clark felt listening in on such things to be rather invasive of her privacy… besides he didn't want to even think about what she would do to him if she ever found out he could practically be in that bathroom with her just by using one of his super senses. Not that he wanted to be in that bathroom with her… he was just thinking about how easy it would be to do so.

It was well over an hour before he heard the pipes groaning out their celebrations as the water was turned off. It had been excruciatingly painful lying there NOT listening in while he waited for her to finish showering, but he knew it would be worth it in the end. Grinning to himself he rolled over in bed so that his back faced the doorway and feigned sleep as best he could. He was going to cop it big time for this one, he knew that but it wasn't every day you were offered the perfect opportunity to piss off Ms. Lane and after a full day of non-stop humiliation at the hands of said Lane he had to admit he was looking forward to ruffling her feathers. The fact that his parents were out of town for the night helped matters also… it meant he wasn't about to get chastised for refusing to fulfil his host duties.

Lois Lane finished up in the bathroom and headed out into the hallway wrapped only in a small towel. She flicked the light switch behind her leaving herself in a sudden darkness that she had to let her eyes adjust to before continuing down the hallway towards Clark's bedroom. As she passed the staircase she paused to spare a fond (but also well guarded) thought for Clark no doubtedly fast asleep downstairs on that uncomfortable couch. Shrugging as the moment passed as soon as it had arrived she continued on her way navigating the short distance on beams of moonlight shining through nearby windows.

Lois had been in a good mood after a long hot shower and she was rather looking forward to a good nights rest. It had been a stressful day having to babysit Clark while Mr and Mrs Kent were out but now that his bedtime had come and gone with no dramas all she had to worry about now was getting herself settled for the night. Lois had been in a good mood that night… that was right up until she entered Clark's bedroom and found him asleep in her bed. Of course technically it was still his bed but that was beside the point, tonight like any night she stayed at the Kent Farm, meant that bed was all hers and no pain-in-the-arse farm boy was going to change that. He'd even left the bedside lamp on to make sure she found him there… how considerate of him.

"Are you lost Smallville? Not even Shelby gets that sort of special treatment when I stay over…" she stated patiently hoping he had just fallen asleep there by accident out of habit and all he needed was a bit of helpful prodding in the right direction. His slight shudder signalling a suppressed laugh was all she needed to see to know this was no accident on Clark's behalf.

"I know you're faking it now move it!" She said firmly as she stepped further into the room. "Don't mess with me Smallville, it's late and I'm tired. I just want to go to bed."

When she received no response in return she glared daggers at his back before searching her nearby surroundings for something to throw at him. Her eyes settled on something lying on the floor by his closet and she knew it was perfect. Retrieving her discarded piece of clothing she pegged it in his direction where it landed right on target to drape over his head. It was a battle of wills but in the end curiosity got the better of him and he slowly made a move to find out what she had thrown at him. No sooner had he held it up to the light to reveal a lacy blue bra that he yelped and dropped it in surprise.

"Ughh Lois that's just gross…"

Lois rolled her eyes at his childish behaviour, "So sorry my underwear isn't pink like Lana's."

Clark sent her an ill-humoured look that managed to say '_You know I didn't mean it like that' _and amazingly at the same time a scolding, '_Why'd you have to bring her into this?'_

"Oh that's right you and her are having _issues_ at the moment. It's all a very sad story, really it is… but you should go cry about it elsewhere. Right now I really just want to get into bed."

She pointedly looked at the bed where he was laying and in return Clark pointedly settled back down putting his hands behind his head and making an obvious show of getting comfortable. He smiled back up at her before delivering his ultimatum, "Sorry Lois, you snooze you lose!"

Not a smart move.

"Yeah see the whole problem with that is I can't seem to get any snooze time at all thanks to some big oaf who's decided to take over my bed!" Lois was quickly tiring of his games and she flashed her eyes dangerously at him.

"_Your bed_? Lois you're forgetting this is actually _my_ bed."

"Not when I stay over. You know as well as I do when I'm here I've got dibs on your bed. There's a nice comfy couch downstairs with you're name on it… now shoo!"

Clark only yawned contentedly making Lois growl in the back of her throat.

"You know what, I don't really feel like sleeping on the couch tonight… you sleep there." And with that Clark shut Lois out by closing his eyes. Inside he was laughing his head off at his accomplishment but on the outside he wore a mask of complete serene composure.

"Clark!?!!" Lois yelled in disbelief.

"Goodnight Lois," he shared cheekily cracking open one eye so he could watch her reaction.

Lois squared her shoulders, stood with hands on her hips and cocked an eyebrow not believing his immaturity. She appeared quite a force to be reckoned with, with damp hair hanging down below her shoulders and wearing nothing but a towel. Clark was feeling quite chuffed with himself for getting her so worked up. If he could successfully evict her from his room even for only one night it would be a victory over her that he would remember always.

"You think you're pretty funny don't you." His silent playful smile was driving her up the wall. "Alright you've had your fun, now let me go to bed."

"Don't let me stop you."

Shaking her head Lois angrily crossed her arms across her chest and continued her unforgiving glare. Clark was really pushing her buttons tonight and at a time when she didn't exactly feel like returning the favour… especially when she honestly couldn't see how she was going to get him to move any time soon.

"You know, everyone thinks you're such a nice guy… so chivalrous, but I know the real you Clark Kent! As soon as no one's looking you drop the nice guy act … gentleman my foot!" She was throwing everything she had at him in her frustration.

"Good. Night. Lois"

Lois started pacing back and forth grumbling on about '_Goodnights' _and '_I'll show you a good night… yeah you wish creep!'_ while Clark closed both his eyes once again and concentrated on listening to her raving on. '_You sleep on the couch… pfft as if!' _She was only muttering under her breath in the softest of whispers but of course Clark could hear every word she said. '_Deep breaths…alright, fine then…if that's what it takes'_. When he realised she had stopped pacing he opened his eyes to peer at her and what he saw both scared and excited him.

Lois waited until she had established eye contact with Clark before making her first move. Ever so slowly her hand trailed towards her cleavage where the towel wrapped around her body had been tucked in order to keep it in place. She wore a dangerous smile that was a toss up between daring Clark to watch her and daring him to look away. She raised an eyebrow never breaking the teasing look she was giving him as the towel slowly started to come away.

"Umm Lois…?" His eyes went wide as he realised what she was doing.

"Is there a problem Clark?" She purred in return. She knew he wouldn't be able to take much more of her little striptease without becoming completely embarrassed and sure enough the very next second he went diving under the covers to block out his vision of her.

Lois snickered to herself at the small victory and moved to find her pyjamas so she could quickly get dressed in peace before Clark worked up the courage to peek at her. Along the way to her bag however she spied one of Clark's plaid shirts- the one she had worn last time in fact, and all of her plans came together perfectly. Dropping her towel for real this time she grabbed the plaid and put it on. She hastened to do up the buttons on her way towards the opposite side of the bed from Clark. And then the tables turned as she started to climb on in beside him...

Clark felt the bed shift under her added weight and it startled him so much that he resurfaced without a fear that she might not have been wearing anything… but of course she was; she was wearing his favourite plaid shirt. His mind was elsewhere for the moment however as he attempted to find his voice.

"Wha- what are you doing?" He managed to squeak out.

"Geez Smallville what does it look like? You're usually pretty good at pointing out the obvious…" She was giving him that exasperated smirk again but it was obvious she was now enjoying herself immensely.

"This is my bed…" He croaked out.

"Um yes, we've already established this…" She agreed and held up a finger.

"…you're getting into my bed…"

"Well done, and…?" She held up a second finger.

"…but I'm already in my bed!"

"DING DING DING! Three points to Captain Obvious! I knew you had it in you Smallville," she congratulated him as she waved her three fingers around in front of his face before quickly patting him on the cheek.

He jerked away from her touch not allowing her to sidetrack him with her sarcastic remarks. "Lois you can't be in my bed!"

"Sure I can Clarkie, I've been in your bed heaps of times." She shrugged casually relishing in his obvious discomfort.

"But not at the same time as me!" Clark just didn't quite understand how she didn't get it.

"Woah you're really freaking out about this," she pointed out grinning in amusement. She then started to rattle on as she settled more comfortably on her side of the bed… she did have to sleep there after all. "Trusted I know you're not the most experienced guy and all, but it's really not such a big deal…"

"Lois…"

"… and besides you were asking for this to happen…"

"…Lois…"

"… taking over a girl's bedroom, what did you expect…"

"Lois!"

"… you have to be careful with that, a girl could really get the wrong idea…"

"LOIS!!!"

"What?" She turned her head to look at him quizzically.

"Um… you're wearing MY shirt … again," he felt that pointing it out would help him regain some control of the situation.

"Well it's a good thing one of us is wearing something…" She murmured as she propped herself up on an elbow and swept her eyes across his naked chest before letting them rove down towards the covers alluding to the fact that she had absolutely no idea what was going on down there.

"**Hey!?" **He yelped as he pulled the covers up higher in order to hide behind them. "I'm wearing pants!"

She smiled seductively. She couldn't resist.

"And again I say… it's a good thing one of us is…"

Lois couldn't help the uncontrollable giggle that escaped at Clark's reaction to her words. Shock… Intrigue… Awe… Mortification… It all flickered across his face in matter of seconds.

"Kidding Smallville… you are so easy," she shook her head at him still laughing as she lay back down and turned her back on him to snuggle into the pillows. In all the excitement she had forgotten how tired she actually was but now that she was finally in bed the effect of such a long day was returning threefold. She yawned loudly and closed her eyes. "Now go to sleep already…"

"Lois, I really don't think this is a good idea." He tried again very seriously. He even reached out to touch her shoulder hoping to convey his concern but chickened out at the last moment. '_No…No touching allowed'_… he still wasn't even entirely sure that she was wearing any pants…

"…Whatever Smallville, suit yourself… but I ain't moving…" she grumbled sleepily.

They settled into silence as Clark debated with himself as to whether or not he should do the right thing and leave. He had to admit that he was rather comfortable where he was… and Lois didn't seem to have a problem with their sharing a bed. He watched her for a while as though not entirely trusting her. He finally made up his mind and reached over to turn off the bedside lamp before falling back onto his own soft pillow with a defeated sigh. Staring up at the ceiling he tried to pretend she wasn't right there next to him but it wasn't the easiest task. It was going to be a long night.

"Goodnight Lois…" he murmured softly not expecting any response. From what he could tell she was already fast asleep.

"Oh and Smallville … the next time we play 'two in the bed' you should know that's my side of the bed you're sleeping on..."


	2. The Next Morning

**The Next Morning**

"Lois…" A gentle whisper.

Lois slowly lifted a very sleepy eyelid.

"…what?…" She managed to form groggily. What was Smallville thinking, waking her up so early?

"Lois…"

Rolling her eyes she made the effort to turn over and face him. Neither of them had seemed to change positions during the course of the night. Clark was still lying frozen on the edge of the bed but instead of staring up at the ceiling terrified at the thought of their close proximity (as he had for much of the night), he now appeared to be sleeping quite peacefully. Lois smirked in amusement as she took in the sight of him, he was obviously dreaming about her…

"_Mmm Lo…" _

Lois' eyes went wide in complete shock as he proceeded to moan out her name. She definitely wasn't expecting _that._ She considered waking him up and saving them both the embarrassment when he appeared to stir all on his own.

"Lois?" His eyes snapped open questioning the name on his lips as he bolted upright. Breathing deeply he ran a hand through his hair nervously trying to shake off the remnants of the dream that had startled him to wake. He sat there trying to slow his erratic heartbeat and willed the graphic images to go away.

"Clark…?" Lana's questioning voice sounded from the doorway. Apart from sounding confused she just stood there waiting for him to say something. Had she heard his little outburst?

"Lana? What are you doing here?" He shifted uncomfortably hoping that his upper body was successfully blocking out any sight of Lois's sleeping form nestled somewhere behind him.

"Well the front door was open and you said yesterday that you wanted us to talk…" She reminded him, a little taken back that he didn't seem quite as pleased to see her as usual.

"Oh right…" He didn't know what to say. How was he ever going to explain this to her?

Meanwhile Lois was frozen in place biting her lip and concentrating on not bursting into laughter. With Lana's unexpected entrance into the awkward situation the whole thing had suddenly became a lot more hilarious. Clark had positioned himself so that Lana couldn't see her in bed with him and while that had probably saved the poor girl from initial heart failure Lois wasn't about to pass up this prime opportunity to further complicate their love life.

Ever so slowly Lois reached out a steady hand and slid it up Clark's naked back. His eyes went wide at the contact and he tried to pull away from her touch without giving anything away to Lana who was staring at him intently. And then Lois decided to up the ante…

"Clarkie… come back to bed…" She called out to him softly focusing on keeping her voice sleepy for added emphasis.

It may have been a softly spoken request but both Clark and Lana definitely heard it. But just in case they had missed it Lois sat up and hugged Clark from behind resting her chin on his shoulder. Clark groaned and closed his eyes not wanting to see this scene play out any further. Lana continued to stare at them mouth agape.

"Oh hey Lana… fancy seeing you here," Lois greeted cheerfully as if just noticing her for the first time.

Lana couldn't tear her gaze away from the two of them huddled under the covers next to each other. Looking back and forth between them it was hard not to notice the little things like Clark's naked chest and Lois' choice of bedclothes… it didn't take a genius to know what they were up to last night.

Tears stung at her eyes as she focused her final accusing gaze on Clark who had hesitantly opened his own to eyes gauge her reaction. Without another word she spun on her heel and stormed out of the room slamming his bedroom door behind her.

"Wait Lana, I can explain! It's not what it looks like!" He yelled after her as he pulled himself free from Lois' embrace and moved to follow.

Lois continued to sit up and hugged her knees to her chest not expecting the sudden feeling of loss that came over her as soon as Clark climbed out of the bed. She continued to watch him thoughtfully as he scurried around to find a t-shirt to pull on. She knew she should feel guilty for playing with Lana's feelings like that but in all honesty she felt rather good about it. She had seen Lana pull Clark's heartstrings continually ever since she came to Smallville and it was about time the girl got some comeuppance in return. She just hoped Clark wasn't too angry with her for it.

"So what you're saying is it _doesn't_ look like we slept together…? Cause sorry Smallville that's exactly what we did…" She bit her lip hesitantly as she put that to him testing the water. She was relieved to see him blush and take a deep breath before answering- he wasn't angry, just a little stressed.

" Yes we '_slept'_ together… no, we didn't… I mean all we did WAS sleep… but in the same bed… I have to talk to Lana…" he made a quick dash for the door.

"Smallville, if you need me to talk to her you know I will… I'll explain that it was all me…" she offered gently to his back as he moved to open the door.

"And let you take all the credit?" He turned back to grin at her. "It was me who climbed into _your_ bed, remember Lois?"

She smiled after him as he moved out the door and shut it quietly behind him. Theirs was an interesting relationship…

"_HEY Smallville_," she called out remembering something important. Almost immediately the door edged open and his head popped back inside to look at her patiently. "…It sure sounded like you were enjoying that dream just now…"

She smirked and scrunched up her nose at him and in return he slammed the door loudly, expertly avoiding any further discussion on the matter… but not before she caught a glimpse of an unmistakable blush creeping into his cheeks. Laying back down she gathered the blankets around her once more and then rolled over to Clark's side of the bed. Snuggling into the warmth that still lingered there she smiled contentedly as she drifted off to sleep.

_'Thanks for keeping it warm for me Smallville' _


	3. …So They All Rolled Over & Lana Fell Off

…**So They All Rolled Over And Lana Fell Off**

After sitting for what felt like hours in the natural late night darkness of his living room, Clark Kent had finally come to the conclusion that living with Lois Lane posed an imminent threat to his sanity… that and he had to remember to bring Elmer downstairs with him the next time he was forced to sleep on the couch. In a somewhat bizarre twist of the shared bed incident that had occurred only a week ago, Clark found himself once again waiting for Lois to go to bed. This time however, he wasn't waiting to enact some form of devious scheme to catch her off guard (which didn't even work by the way) but rather just wanted her to hurry up and fall asleep on _her side_ of his bed so that he too could finally put his mind at ease. The problem was Lois wasn't going to sleep and she didn't appear to be trying to any time soon. So Clark stayed seated where he was on the couch… trying to keep his mind focused on anything but the girl upstairs.

Clark had a lot of things to think about but it seemed no matter how hard he tried to not see the obvious link- it all boiled down to the hard fact that Lois Lane was the cause of all his troubles. To begin with Lana still wasn't talking to him despite his explanation that 'Lois and Clark sleeping together' really was more innocent than it sounded. Plus _the dream_ hadn't turned out to be just a one-night thing inspired by his overactive teenage sub-conscious taking advantage of his compromising sleeping situation; he had dreamt that same dream recurringly and more vividly every night since it first happened. Just thinking about it could bring a blush to his face. It was _wrong_ to think about Lois that way… about _him and Lois_ that way… and for Lois to _know _he thought about her that way. He was initially relieved that Lois had seemed just as eager as he to suddenly avoid any mention of the dream bar her original taunt that he had sounded like he was enjoying himself. Knowing _the dream_ intimately by now he was worried about how much he had actually revealed to her in his sleep talk and was becoming increasingly fearful of the day she decided to use that information against him. Adding to the crux of his problems, his parents where once again out of town, leaving him and Lois alone together... They had been doing that a lot lately- even purposely it seemed, and it was really starting to get on his nerves. He found it hard to believe that they could be oblivious to the inner turmoil raging inside of him thanks to their beloved 'daughter Lois'.

Clark Kent was a mess…

Despite having all these grievances towards her there was one emotion that Clark was having extra trouble keeping in control on this particular evening. Clark was worried about Lois. The most annoying part was that Clark knew he was worried about her for probably the stupidest reason of all time… and yet he still couldn't make his concern for her go away. Lois had well and truly taken over his life if he couldn't even turn in for the night without first making sure that Lois was okay.

The situation stood that Lois had been excitedly planning all week to have a 'cousins-only' sleepover, the kind that Lois had not failed to point out: meant that Clark wasn't invited to (despite the fact it was being held in _his_ room). Being able to ignore her constant taunting that he was going to be missing out, he could tell that she was genuinely looking forward to spending some quality time with her cousin. Chloe had been out of town for a few weeks working on a big project with the Daily Planet and despite their daily phone call to one another; it was obvious that Lo missed Chlo. The bad news delivered only a few hours earlier however had effectively ruined all of Lois' plans… Chloe regrettably couldn't make it. Clark had overheard Lois say it was okay but she had retired to his room straight after the phone call where she had remained hidden ever since.

She was definitely still alive- that he could tell from her heartbeat; it wasn't relaxed enough for her to be asleep and yet not active enough for her to be moving around and so he had deduced that she must just be sitting there… alone, much like himself. The sensible thing to do would be to just go upstairs and check on her but he wasn't about to do that. He didn't want her thinking he cared about her, though the raw truth was that he did care and he honestly didn't think he would be able to cope with seeing her upset or disappointed. He also didn't want to make matters worse by being the ironic reminder that her big sleepover was a complete failure.

Clark groaned out loud in frustration and forcefully smothered his face into his pillow. His life seemed so much easier before Lois Lane entered into it. Lying there on the couch he once again cursed his super hearing ability. Her heartbeat seemed louder to him even more so than the hallway clock ticking relentlessly not far away and her steady breathing seemed to set a mocking wide-awake pace for his own. It was times like this that he had to question why fate had found it fit to always pinpoint Lois on his superhuman sense radar… he still was yet to find his answer. Trying to get her out of his head and knowing it was fruitless he hid his head under the pillow. He lay still for a few moments convincing himself that the pillow was blocking out at least some of the sound, before he noticed something itching at his cheek. Lifting the pillow off of his head he squinted in the darkness trying to work out what foreign object was under his pillow. It took him a moment but eventually he recognised the same lacy material as the bra that Lois had thrown at him last week… it was the matching pair of panties that he faced now. A week later and he found himself once again confronted with a piece of Lois' underwear forced in his face. Jumping off of the couch in surprise he wasn't sure how exactly they had got there but he knew he had to somehow get them back to their rightful owner before anyone got the wrong idea.

It wasn't until Clark found himself looking at his closed bedroom door that he was once again overcome with hesitancy over what he would find inside. Even though Lois guarded her emotions well he knew she would be upset that Chloe couldn't make it to the sleepover she had so been looking forward to having with her. The whole situation really made him feel rather anxious but he took a deep breath and focused on the task at hand. Raising a fist to the door he knocked loudly reminding himself that returning her stray underwear was at the top of his priority list and that if by the mere coincidence of the matter he got to check up on her well being whilst returning said stray underwear then it would well be worth the awkward confrontation that was about to happen.

Before Clark could chicken out the door suddenly edged open the slightest to reveal Lois peering out at him suspiciously.

"Oh… it's _you_," she stated with exaggerated disappointment.

Any other time Clark would have pointed out that of course it was him, since they both knew Chloe wasn't coming… however he was momentarily frozen in place as he realised what exactly it was he was getting himself into. No matter which way you chose to look, him returning a frisky piece of her underwear was going to look dodgy. It would have been safer for him to have just knocked, dropped and ran. Too late now, she had already seen him…

"Well what do you want Smallville?" She snapped him out if his reverie with an annoyed edge to her voice. She was being signature Lois alright- all defences up she wasn't about to let anyone in… into the room or into her head.

"Um… I think this belongs to you," he held up a brown paper bag for her to see.

Her suspicion lessened at the sight of the paper bag and curiosity seemed to get the better of her.

"Packing my lunch now huh… what is it?" She asked quizzically but she had that look about her that she knew exactly what was going on.

It was Clark's turn to become suspicious. He could come up with no reasonable explanation as to how Lois' panties could have found their way into his temporary bed on the couch other than the obvious means of someone strategically planting them there. It was Lois Lane's style through and through.

"I think you know what it is," he challenged dangerously and held the bag out for her to take.

She returned his with a dangerous but also weighty look of her own before snatching the bag from his hand and slamming the door in his face. Clark had not expected that and stared at the closed door dumbfounded and a little hurt. He put her aggression down to being the only way for her to vent her bottled up emotions. Not seeing how he was going to be able to do anything further he shrugged and turned to make his way back downstairs mumbling on about the enigma that was _Lois Lane_.

Meanwhile inside Clark's room Lois was pressed with her back up against the door clutching the mysterious little brown paper bag. Unrolling the opening she slowly peeked inside and grinned widely at the sight of her underwear stuffed hastily inside. Shaking her head with renewed amusement at the bizarre packaging she had to admit she should have expected as much from Clark Kent. She wouldn't have put it past him to have only handled the underwear by first wearing rubber gloves…

Spinning around she cracked open the door once again and politely entreated to Clark's retreating back. "Oh Clark… would you mind stepping in here for a moment?"

Clark froze in place; Lois hardly ever called him 'Clark' so he knew straight away that she was up to something. He turned to question her unsure of what he was getting himself into. "What are you going to do to me?"

Lois didn't provide an answer but instead offered him with a friendly smile; to Clark it screamed 'danger'. She motioned for him to enter the room and stepped aside to hold the door open for him. He proceeded with obvious trepidation wondering how it was fair that Lois could make him scared to enter his own bedroom. He moved a bit off to the side where he could keep a safe distance between the two of them and waited to see what she wanted with him. He swallowed nervously when Lois closed the door again behind him and he suddenly had a chance to take notice of what she was wearing. Not dressed in her usual baggy pyjamas she had on only a very small pair of gym shorts and tight tank top. He tried to swallow once again but found that he had no saliva in his mouth. Choking a bit he coughed and quickly removed his eyes from their inspection of her curves to focus on the floor at his feet.

Lois couldn't work out what was going through his head but it was obvious he was uncomfortable about something. She smirked knowing she had the upper hand and waited patiently for him to remove his gaze from the floor and finally make eye contact with her.

"Now _Clark_, would you mind sharing why it was exactly that you were in possession of my g-string just now?" she asked sweetly before moving to sit on the edge of the bed, a leg crossed over the other and arms across her chest.

His eyes followed her movement but when she crossed her arms across her chest all that did was bring his attention directly to her breasts. He had seen Lois wearing less clothing before but ever since the dream he had to admit that any piece of form hugging clothing tauntingly reminded him of the power of his subconscious… it didn't help matters that they were both currently situated where the dream took place though matters would have been considerably worse if they had actually been in bed together so he had to be thankful for at least that much. He almost missed her question though and had to concentrate on looking only straight into her eyes to answer.

"Lois!?! It was in my bed…" He refuted shocked that she would try and pin this on him.

Lois smirked. Apart from the fact that Clark was staring at her in a way that made her feel like she was wearing nothing at all… she knew everything was moving along perfectly to plan. Clark was obviously feeling a little flustered and because of that he was getting a little defensive. She could always find great enjoyment in messing with him.

"You know in the city there's a word for people like you…" She trailed off relishing in the build up to her deliberation. "**Pervert**."

"Lois no…" Clark was shocked that she would suggest such a thing of him and desperately rushed to defend himself. "I swear I didn't take your g-string, I don't even know how it got there… I wouldn't do that."

"Easy Smallville… I put it there." She announced proudly and grinned at him before crawling up to recline comfortably on 'her side' of the bed as she had claimed it.

"Er… why?" He questioned a little shocked. He had originally assumed as much himself but he never expected her to outwardly admit to it.

She shrugged as though that explained the absurdity of it all.

"It was all part of a master plan that Chloe and I came up with to get you to visit us… seems the plan worked like a charm, I'll have to give Chloe a play by play later …" She gave him a look that warned him not to dare point out that her sleepover wasn't happening.

His features softened visibly knowing how close he could be to striking a chord. He could have just as easily rubbed it in that she had made a complete and utter fool of herself all week hinting at the sleepover she would never have let him join. His concern for her had been perked once again though and he genuinely wanted to make sure she was all right and not just hiding it all behind her strong exterior. "Look Lois, are you okay?"

She gave him a confused 'what are you talking about?' look. "Smallville, you can stop talking to me like my dog just died… cause frankly I know Shelby's alive and kicking somewhere around here thanks to all the dog hair he left on my clothes."

She shook her head at him and went about retying her hair up into a high ponytail. Clark realised she was not going to let him approach the 'lack of Chloe' subject and therefore wondered why exactly he was still in the room. In fact Lois even appeared to be doing her best to completely ignore his standing right next to her. He decided to give it a go playing by her rules, besides she had said something earlier that caught his attention.

"What did you and Chloe have planned for me…?" He asked curiously.

"Huh?" She looked at him puzzled.

"You said the master plan was to get me to visit you guys… what then?" He clarified.

"Ohhh… right." She chuckled to herself before realising Clark was still waiting for his answer. "Don't worry about it… it's nothing."

"Lois…" His tone carried the message that he didn't share her amusement.

She rolled her eyes at his 'scary voice' but decided to go on and explain anyway, since she realised she may not get the opportunity again. Chloe would have to settle for a recount instead of the live action… that was the price she had to pay for missing this particular sleepover. Propping herself up a bit on the bed she started to twirl a strand of hair around her finger and watched Clark closely.

"It's just recently Chloe and I got into a heated discussion about your body…"

He blushed a deep crimson.

"And we both agreed that we could definitely put it to a good use, though since it's only you and me in the room…"

Clark self-consciously shifted his weight wondering why the temperature in the room had seemed to suddenly go up a notch. Lois did not just say that she and Chloe had formed an elaborate plan to get him to visit their sleepover in order for them to use his body… let alone explained that it was not too late to continue just because Chloe wasn't around. Lois continued to stare at him like he was a big juicy piece of meat. He was frozen in place and didn't really know what to do or say…

"Ever considered a career as an exotic dancer Smallville?" She tossed it out there.

All Clark could manage in return was a somewhat disappointed and befuddled, "Huh?"

"Yeah you know, you could be '_Plaid Boy' _or even '_Mr. Plaid'_… all decked out in your favourite flannel… and then when the music starts you'd slowly strip down… to **these**!" Reaching under the pillow she pulled out her prize and held it up for him to see. It was a small pair of plaid boxer shorts. Roughly Clark's size if they still fitted him they would have to be very tight indeed. Lois had stumbled across them by chance while cleaning Clark's/ her room and couldn't believe her lucky stars.

"**Lois!? **Where did you get those…? Give them back!" He made a lunge to grab them from her but she evaded his attempts only making him more frantic and her continue to laugh at him even more. He was more than a little embarrassed and admittedly a little horrified that Lois had found that particular piece of his clothing.

"Uh ah Smallville… fair trade. You took mine, so I took a pair of yours… now if you really want to get them back all you have to do is dance for me _Plaid Boy_," she giggled and continued to wave them about in front of him.

"Lois you said so yourself that you planted your own underwear on the couch… so you can't lay claim to mine!" He pleaded while blushing profoundly. He had stopped struggling when he realised that was exactly what Lois wanted to see.

She simply smiled at him. She was enjoying his humiliation way too much so he tried a different approach.

"I know you like plaid just as much as me… you're just making excuses so you can keep them for yourself. Admit it Lois, you've had your eye on every other piece of plaid in my closet, and the occasional wear might I add… why not them too?" He folded his arms and stood squaring off with her.

She raised an eyebrow at him. "Oh, only _in your dreams _Smallville…"

He blushed again breaking their eye contact. The unspoken agreement between them was that neither would mention the dream incident and she had just overstepped that line with such a suggestive connotation. He heard her chuckle again and then by reflex caught the offending piece of clothing as it bounced off of his chest after she sympathetically tossed it to him. He had to wonder if they were really worth it. He had just been taunted, ridiculed, embarrassed and completely and utterly humiliated all over a stupid pair of boxer shorts that hardly even fitted him anymore.

"Well if you're done making my life hell, then I'm going to bed…" He grumbled and started heading for the door.

Granted she knew he was only sulking but when he turned to leave Lois had a momentary sense of panic not wanting him to go just yet. Truth be told, if the sleepover had all gone to plan Chloe and herself would have both teased Clark in a similar manner, though Chloe would never have let it get so out of hand. But the sleepover had not gone to plan and Lois found herself facing the obvious reality that Chloe wasn't coming and there really wasn't going to be any sleepover. She knew she was being stupid but she had really just felt like having a bit of carefree fun tonight. She didn't want the night ending shakily with Clark as well; he was too good to her…

"Alright, I like your plaid…" She admitted softly to his back.

Clark had heard her loud and clear but he turned on his heel and feigned confusion.

"I'm sorry, what did you say?" He questioned with the ghost of a grin ready to break out on his face.

She glared at him but gritted her teeth and repeated herself.

"I. Like. Your. Plaid."

"I know," he beamed at her.

It was then that Clark knew exactly what he needed to do...

He needed to make sure Lois got the sleepover she had been hanging out for all week.

Lois looked away from him and started to idly scratch at his bedcover. She could feel him smiling fondly at her and for some reason it was making her feel awfully vulnerable all of a sudden. Maybe having him around wasn't such a good idea after all…

"Weren't you just on your way out then…" She reminded him without removing her eyes from her hand's activities.

Clark sighed softly; he had never met anyone as hot and cold as Lois. It was hard to know what was going on inside that head of hers.

"Actually I was thinking about staying…" He offered sounding unsure of himself.

That was enough to grab Lois' attention once more and she quirked a disbelieving eyebrow pointedly dropping her gaze to the pair of shorts still in Clark's hand.

"Had a change of heart did we?" She asked amused.

Clark followed her gaze to the forgotten shorts he carried in hand and hurriedly stuffed them into his pyjama pants pocket. He didn't mean _that_.

"Aw…" Lois offered along with a playfully disappointed frown. "Party pooper."

"Lois I'm trying to be serious here…"

Lois scoffed at him. When was Clark Kent ever not painfully serious?

Clark took a deep breath knowing there was no easy way to say this to her. He figured it was best to just be blunt.

"Chloe isn't coming…" He stated simply.

She sent him an annoyed look that said she had known this was coming all along. "Gee thanks for the update, like I didn't notice. I guess you're just hanging around to rub it in good then huh? Well come on, give me you're worst I can take it…"

Sitting up on the bed she crossed her legs and started tapping her palms impatiently on her knees waiting for the never-ending torrent of jibes that were sure to follow.

Clark frowned down at Lois already retreating into her defensive mode.

"… But that doesn't mean you still can't have your sleepover…" There he said it.

And that caused Lois to outright laugh at him, which only made Clark's frown deepen.

"With who… **you**?" She managed to get out incredulously as her chuckles continued.

"Well why not?" Clark returned a little too defensively. He was just trying to be nice and she was mocking him in his efforts.

"Oh my god- you're serious!" She realised in shock.

"Look Lois you admitted to it yourself that you and Chloe were planning on getting me up here to join you anyway… why should it be any different just because Chloe's a no show?"

"Smallville…" She began hesitantly; she had his fragile self esteem to deal with. " To tell you the truth Chloe and I were only going to use you for the strip tease… we were going to kick you out straight after."

Clark's shoulders drooped with her admission. For a little while there he actually thought that the girls really had wanted him at their sleepover. Not that he had hoped as much when he knew the sleepover was happening but it was a nice thought to have dangled in front of him and hard to suddenly have that ripped away.

"You're just not really 'girly sleepover' material is all…" Lois tried to explain but only succeeded in digging a deeper hole.

"Come on how hard could it possibly be?" He continued to push the subject. "I know you want this sleepover… only problem is there's no one to have it with. It's easy, just pretend that I'm Chloe."

It occurred to Clark how much he really wanted to do this, not only for Lois but because it may actually turn out to be a lot of fun. It had suddenly become important for him to prove to Lois that he could be exciting with a lot more to offer. He found he actually wanted to spend the quality time with Lois.

Lois looked at him sceptically. Despite everyone always telling her that Clark Kent was not like other guys she had seen enough of his hormonally charged teenage male self to be suspicious of the fact he suddenly seemed so eager to be sharing a bed with her again. Who knew what kinky things some guys thought went on at sleepovers…

"Riiiight… " She began distrustfully, " And let me guess, I suppose that means I should just play along when you- as my baby cousin Chloe of course- considerately offer to brush my hair… or maybe massage my back… or better yet help me to take off my bra." She gave him that knowing '_I'm so onto you Smallville' _look she was so good at.

Clark just grinned cheekily as he pointed out, "But you're not wearing a bra."

She hastened to throw the nearest pillow at his head. She couldn't believe he just had the guts to say that. Sure enough it was true but it was just a little unexpected and adventurous for Clark's regular teasing. As he deftly caught the pillow, still flashing her with that Kent smile of his, she had to admit she liked this new hint of boldness in him. Maybe his sleepover proposal presented a bit of potential after all…

"I dunno… I have been stuck with you all week. I'm kind of sick of you already Smallville." She pointed out returning from that brief distraction to the topic at hand.

"What are you talking about _cuz_, you haven't seen me all week," he replied putting on his best Chloe voice.

His bad impersonation of Chloe definitely made her laugh. Shaking her head she made up her mind to go along with the sleepover on the knowledge that she could always resort to busting his chops should he turn out to be bad company- something that was very likely indeed. Either way it seemed Clark was going to provide her with the entertainment that she thought she was going to miss out on ever since Chloe's phone call earlier that day.

"Alright you're in… but on the condition that you don't attend as Chloe's stand-in, it's important that you just be yourself tonight." She patted the space next to her on the bed. "Now turn off the light and join me here already before I change my mind…"

Staring at Lois as she called him to join her on the bed he had to hesitate with thoughts of what he had got himself into once again. So caught up in actually being accepted by her enough to join the sleepover he had essentially forgotten that attending her sleepover would involve the two of them laying down on that bed of his again.

With all intentions of leaving the room as soon as she fell asleep Clark flicked the light switch sending the room into complete darkness. With a final deep breath he navigated the familiar path to his bed to lie himself down next to her. It was an understatement to say he was feeling rather nervous about the night ahead…

Clark settled his weight gently onto the bed making sure he found only vacated space and not suddenly any part of Lois beneath him. His eyes hadn't yet adjusted to the dark but although he couldn't see her he knew she was right there probably staring straight back at him with that condescending smirk on her face. He wanted to just reach out and poke her in the eye just to wipe that smirk away but the fear that he would miscalculate and poke her _elsewhere_ kept him in line. So instead he just lay there in silence willing his eyes to focus as fast as possible. As he felt the bed shift slightly signalling that Lois was on the move, Clark panicked still not being able to see her or what she was up to.

"What are you doing!?" He blurted out suddenly alarmed.

"Geez Smallville, I was just getting comfortable… if that's alright with you," she retorted sarcastically from out of the darkness nearby.

Sounding a lot closer to him that he first thought, Clark focused on the sound of her breathing and could now vaguely make out the shape of her silhouette less than half an arm reach away. He swallowed and shifted backwards a little to make a suitable safety zone between them. Even in the darkness he could make out her feminine curves and had to remind himself that although the shadows would allow him to get away with ogling her body, tonight he really had to focus on keeping his thoughts in check. Forcing his eyesight to where he knew her own eyes would be he could feel her looking straight at him. Although neither could see the other properly just yet they were both locked in the feeling of each other's gaze and that moment where they could freely stare at each other unabashed.

They continued to watch each other in silence as the darkened room slowly came into focus around them. Lois was the first to break their eye contact as soon as it became evident that they could in fact see each other. She cleared her throat softly trying to act casual about the fact that she was now covered in goose bumps that had absolutely nothing to do with feeling cold.

"Yeah well… I guess this is 'goodnight' then," Clark suggested as their silence became awkward and he didn't really know what else to do.

And that is when Lois punched him. It was only one of her playful punches to the shoulder but straight away he knew he had done something wrong… or perhaps something right because suddenly the awkwardness was gone and she had settled straight back into her familiar role as 'bully'.

"Clark! … You really don't do this sleepover thing very often do you?" She asked evidently frustrated with him.

"What did I do now?" He whined pretending as though the surprise punch had actually hurt.

"You promised me a _sleepover_, and a good sleepover as far as I'm concerned does not constitute any form of sleeping!" She explained.

Clark was not an idiot… but he also had to admit he had never really been allowed to that many sleepovers before. He made a mental note that should his parents have been home he probably wouldn't have been allowed to this sleepover either…

"It's just like when you 'sleep' with someone, there's not exactly that much sleeping going on is there…?" She went on to explain chuckling a little to herself.

"Then how come sleeping was all we did when we slept together last week?" He asked in mock innocence.

She just smirked at him. 'Because that's one Lane sleepover you just aren't ready for yet, Clarkie."

Clark found himself feeling a little flushed and was thankful that it was too dark for Lois to notice the blush creeping up his neck. It was open-ended suggestive comments like that one that spelt trouble when it came time to enter the land of dreams. He suddenly felt relieved that there wouldn't be any sleeping occurring tonight.

"Sss-so," his voice hitched a bit as he tried to change the subject. "What are we supposed to do all night then, if not sleep?"

She shrugged and then raised herself up on one elbow, resting her head in her hand. "We just talk…"

"Oh yay," he drawled sarcastically. "About what?"

"Anything… everything, it doesn't really matter."

"Ok." He had to admit that didn't sound so hard. Lying back comfortably he laced his hands under his head and looked up at the ceiling, still able to watch Lois in the corner of his eye.

"I know, how about we play a game?" She asked excitedly peering down at him.

"What kind of game…?" He returned hesitantly turning his head to look at her.

"A truth-telling game," she explained.

The crease on his forehead became more pronounced. "You mean like '_Truth or Dare_?' but without the dare part?"

"Precisely," she was pleased he was making such swift progress. "Chloe and I call it '_The Window of Truth'_"

Clark immediately started gagging. "Wow great name Lois…"

She flicked him on the forehead. "Hey don't make fun! It's a good name… it's like a metaphor for someone being completely open; when your window's open you have to be completely honest with everyone around you… but when you've had enough you can close it again and go back to being protected..."

Clark watched her closely as she spoke and saw her bite at her lip feeling a little uncertain. He realised that the idea of opening up to him scared her. Surely she had played this game plenty of times but that was always with Chloe who'd known her forever… exposing herself completely to him was a completely different matter. He realised that the idea of the game scared him also, not because he was afraid of what he may reveal (he would always be able to spin a lie if something concerning his heritage was raised- it was second nature now, rules of the game or not) but because he found himself really **wanting** to be completely honest with Lois. At a deeper level the game wasn't about discovering another person's secrets but about putting yourself out on a limb and trusting that your game mate will be there to catch you if you fall. Whether he answered all of her questions honestly or not, just entering the game and being prepared to 'open his window' spoke volumes on how much their relationship had developed.

"Ok, my window is officially open then…now what do I do?" He asked.

Lois gave him a small thoughtful smile before replying, "All you have to answer my question." She suddenly appeared to become very smug about herself feeling as though she had some sort of power over him and wanting him to feel insecure about it.

"How come you get to go first?" He jumped in with a complaint.

"Fine then," she sighed rolling her eyes. "You ask the first question then…"

"Er… I can't think of anything…" He really didn't know what type of question he should ask; this was a once in a lifetime opportunity and he didn't want to miss his chance to get to know the real Lois Lane.

Lois just gave him a 'you really are hopeless' look and then started tapping her finger against her lip trying to come up with something good to ask him.

"I've got it!" Her eyes lit up dangerously as she re-focused on Clark.

All of a sudden Clark's palms felt itchy. Finding out what Lois always wanted to know about him could change the way he looked at her forever. So many people would jump at the chance to take advantage of him having to tell the truth. Lois had never really shown an interest in his "special ness" but he had to worry that she too might carry a pet obsession with exposing him for what he really is. He shuddered to think of how Lana would try and take advantage of him in this situation and hoped that Lois would not turn out to be the same…

"Tell me Smallville…" She was building up to the question, obviously trying to make him uncomfortable.

Clark closed his eyes and winced knowing exactly what was coming; he knew it had all been too good to be true…

"If you could be any animal in the world, what would you be?" She asked him proudly.

Clark opened his stared at just stared at her gob smacked. "That's it?"

"What's wrong with that?" She returned defensively. "It's a good thing to know!"

Clark laughed. That was it. He felt as though a huge weight had suddenly been lifted off of him.

"Stop stalling and answer the question, buddy," She started pushing him for his answer feeling as though he was in someway secretly ridiculing her game.

"Uh I dunno… I guess I would be a… a dog." He decided shrugging. He had never really thought about it before.

"Ergh… Typical." She commented before offering an evaluation: "Well I'm sure you and Shelby would have a very fulfilling life together… running through cornfields all day long… annoying the hell outta me- oh wait, you already do that." She offered him an impish smile.

He squared his eyes accepting the challenge, "My turn…"

"Give me your best, Clarkie." Her confidence was all for show. She couldn't let him think she was nervous which of course she was. She never should have suggested this game- it was too risky.

Following on from her question made matters difficult for Clark. As much as he wanted to know stuff a little more personal about her than what kind of animal she would prefer to be- he didn't want to seem too nosey. He settled for something that he was genuinely interested in learning but couldn't see her ever going out of her way to discuss with him.

"Where do you want to be in a few years time?"

She was clearly not expecting that, "You mean like what do I want to be doing in the future?"

He nodded. She thought about it for a few seconds and Clark didn't push her.

"I want to be a reporter…" She announced eventually.

"A reporter? But you hate journalism!" he was clearly surprised by her answer.

"Well _obviously_ not as much as I let on," she said offering him a mysterious smile.

He could tell she meant every word that she said and it opened his eyes a bit. She even sounded passionate about the idea so he decided not to push the issue any further. He didn't want to be the guy that pointed out that she had been kicked out of college or that she was terrible at spelling… the types of things that would work against her. He chose instead to just believe in her.

"That's really great Lois." He encouraged

"Thanks Clark."

As they shared another mutual smile, Clark decided that he was a big fan of this 'Window of Truth' game if it meant that he and Lois could behave civilly towards one another. They had reached a certain level of understanding and it made him feel confident about answering her next question- be whatever it may. That all changed as soon as he heard her next question however…

"So Clark… what exactly was I was doing to you in your dream last week?" she inquired wickedly.

Lois rolled from her side onto her stomach closing in on him slightly. Unfortunately for him, he held her undivided attention. Her head was tilted to the side cutely but her eyebrow had a mischievous arch to it- she knew she had him right where she wanted him and she was loving every minute of his discomfort.

Clark's mouth started moving rapidly trying to form words to explain but no sound was making it's way out. Pinned in place by Lois' eyes, even with his super strength he didn't think he could manage an escape. "I… er- you uh…" was all he managed.

She scooted painfully closer. "What was that?" She was grinning like a Cheshire cat.

"**You were tying my shoelace!**" He suddenly exclaimed, his voice sounding foreign to him. He squeezed his eyes shut knowing how stupid that just sounded and just wanted to block out her knowing smile.

"Must have done a hell of a job…" She purred. She leaned in even closer to whisper in his ear, "Tell the truth now Clark… your window's open _remember_."

He could feel her warm breath on the side of his face and his eyes snapped open. She was hovering over him just mere inches away with the biggest patronizing grin plastered on her face. His senses were quickly going into overload with her closeness but the rapid beating of his own heart seemed to block out any other sound. Flicking his eyes down to her lips he realised how easy it would be for him to kiss her. _Did he really want to kiss her- kiss Lois? _His eyes snapped back to hers and found them opened wide in surprise as though she had just heard his thoughts. They were both frozen in place…

And then Lois' phone started ringing…

"I'll get it!" Clark yelled seeing an escape route.

Lois' brow crinkled a little concerned for his sanity, "It's alright Clark… I can manage it…" But Clark was already scrambling out from underneath her and diving for the flashing phone on the bedside table.

"Hello?" He answered forcefully, his voice still a little skittish.

"_Clark?_" Came Chloe's confused voice from the other end. "_Is Lois alright?_"

"Yeah… unfortunately," He grumbled.

Chloe laughed relieved, "_Alright well can I possibly speak to her?_"

"Oh yeah sure." He cordially passed the phone to Lois.

She snatched it from him shaking her head. "How kind of you," she drawled sarcastically. She addressed the phone still unsure of whom it was, "Hey…?"

"_Hey Cuz- it's me…_"

"Chloe!" Lois squealed excitedly. "I thought you said you were going to be too busy to talk tonight."

"_Yeah well I felt really bad about bailing on you at the last minute… so I'm currently hiding out in the janitor's closet to quickly ring and see how you're doing…_"

Lois smiled at her words. "Well things could be better… Mr. Plaid's taken it upon himself to fill in for you over here, you will not believe how many dull stories of Lana I've been forced to listen to already." She smiled tightly at Clark.

Clark's mouth dropped open. 'YOU LIAR!' He mouthed.

'MY WINDOW'S CLOSED NOW- DEAL WITH IT' She mouthed back curtly.

"_Oh my god, Lo… Are you saying you actually talked Clark Kent into doing a striptease and I missed it? Impossible!_" Chloe continued through the phone to Lois in disbelief.

Clark made a dash for the phone successfully prying it from Lois hand before she had a chance to respond.

"Chloe! Lois likes plaid! She admitted it to me… in fact she _loooves_ it," Clark hurriedly spoke into the phone.

Chloe giggled at their crazy antics. "_Yes Clark I know… she's already told me so numerous times before. Apparently it's really grown on her…_" Clark smiled widely.

Watching the exchange Lois had no idea what Chloe was saying on the other side especially to give Clark such a goofy grin. "Clark! Give it back!" She demanded.

"No!" He yelled back keeping the phone protectively on the opposite side of his body to her.

"I mean it Clark! Give it back or **I'll take it back!**" She warned closing in on him.

"Like you could…" He belittled her.

Lois raised an eyebrow and then launched at him going straight for the phone in hand. Clark took advantage of her momentary flight and dived flat on the bed getting himself in a position where he could keep his body between her and the phone. It took Lois a moment to readjust but then she was back on top of him and throwing her body weight around trying to get past his defences. They continued to wrestle with each other that way rolling around on the bed until they became a tangle of limbs. The end result had Lois pinned to the bed on her back with Clark held on top of her with both of his arms caught underneath her back. He was still scrambling to retrieve the phone she had somehow managed to get out of his steel grip and was now holding onto for dear life in the small of her back

"_GUYS!!! ARE YOU THERE?_"

They both paused at the faint voice coming from the phone trapped underneath them both.

"_WHAT ARE YOU TWO DOING OVER THERE!? GUYS????LOIS? HELLO...?_" Chloe was practically yelling into the phone on her end.

"Chloe," Clark stated realising they had forgotten all about her. He pulled his arms free and raised his upper body off of Lois so that she could retrieve the phone and answer her cousin.

"Chloe! I'm so sorry about that… I'm here now," She apologised still glaring daggers at Clark.

"_What in hell happened? You disappeared for ages and all I could hear was all these grunting noises…_"

"Oh that was just Clark… he was trying to get me to tie his shoelace for him." She joked at Clark's expense… but of course Chloe wouldn't really get it.

Clark on the other hand suddenly became very aware of how their bodies were pressed up against each other and took the liberty to climb off of her as fast as super-humanly possible (or at least fast enough that Lois wouldn't get suspicious… either way it was extremely fast). Lois just snickered at him and sat up also.

"_Oookay… so Clark's filling in for me huh? Whereabouts are you two right now?_" Chloe asked curiously but with a hint of amusement edging into her voice.

"Just in bed," Lois admitted truthfully but then cringed wishing she hadn't.

"_Lois, I thought you said you weren't going to let that happen again… since Clark got a little too excited last time…_" Chloe was openly amused now.

"He does get excited easily doesn't he…" Lois smirked fondly in Clark's direction making him blush as he caught on to what she was suggesting. He opened his mouth to protest but Lois clamped her hand over it keeping him quiet. All that came out was a meaningless mumble.

"_Alright well as long as you two are enjoying yourselves…_"

"Oh I know that I definitely am," Lois informed. "And I'm sure that Smallville would say the exact same thing if he wasn't so tongue tied at the moment."

Clark defiantly glared at her thinking: 'Oh yeah I'll give you tongue-tied' and stuck out his tongue to lick her palm.

Lois immediately recoiled her hand and distastefully wiped it on the bedspread. "Ewwww! Smallville just licked me!" She related to Chloe.

"_He what!?- where?_" Came Chloe's immediate shocked response.

Lois rolled her eyes, "Only my hand Chlo." She refocused on Clark… "That is so disgusting."

Clark just shrugged grinning victoriously.

Chloe's chuckling could be heard through the phone and then immediately she hushed, "_Oh crap- somebody's coming!_"

"You'd better go then Cuz, I don't want you to get in trouble…" Lois warned.

"_Yeah I'd better get back to work…_" Chloe conceded dejectedly. "_But wait Lois we're okay right…?_"

"What do ya mean?" Lois frowned.

"_You know… the whole sleepover thing, I know you were really looking forward to it… and so was I… and I just feel really bad…_"

"Chloe…" Lois began warmly.

"_Yes?_" Asked hesitantly.

"We're more than _okay_… not seeing you tonight just makes me miss you even more- and will only make the next time we see each other that little bit better- if that's even possible. So yes we're definitely okay." Lois smiled meaning every word.

"_Aww luv ya too Cuz and have fun, but not too much fu- ah gotta go! Say bye to Clark for me!_"

"Bye baby…" Lois cooed and then waited to hear her cousin hang up. She then finally returned her attentions to Clark. "Chloe said 'bye' and to keep your hands _and tongue_ off of me you perv-"

"Chloe so didn't say that." He butted in.

"Alright maybe not… but she would have if she had more time to talk."

"You really love her don't you?" He asked unexpectedly. He had watched the way her face had lit up as she talked to Chloe.

"Yes I do- very much," She answered directly but gave him a look asking where he was going with this.

"Me too," he admitted smiling.

Lois raised a wary eyebrow, "You mean you and Chl-"

"No not like that!" He interrupted abruptly, "I mean I love her like you do… **as family**."

Lois watched him for a second as though trying to measure just how genuine his words really were… then she smiled liking what she saw. Clark glanced away feeling self-conscious. Lois really had his emotions running rampant tonight…

"Alright that's enough… I think it's about time we just did it already!" Lois suggested suddenly.

"Did _what_…?" Clark squeaked a little on edge.

Her mouth simply curled mischievously.

"It's time we got ready to sleep together," She announced in complete seriousness.

"_What!?_" Clark practically squealed at her suggestion.

"You know _get ready for bed_… in case we fall asleep…" She explained shaking her head as she started to climb beneath the covers.

"Ohhh… right, of course," He managed coolly as he watched her get settled. "In case we fall asleep…"

Clark was standing firmly by his decision to leave just as soon as Lois fell asleep which would inevitably happen sooner or later (she was only human after all). He could not risk having that dream again especially with her so close by. Yet he had to make it look like he was going to go through with the entire sleepover and that meant complying with her wishes. He stretched out on the bed once again, arranging the pillows he would supposedly be sleeping on and then lay down comfortably facing Lois.

"You really are hopeless you know that…" She pointed out.

"What?" He asked clueless.

They were indeed sharing Clark's double bed but it was far from an intimate setting… Lois was well tucked in while Clark had gone out of his way to create a physical barrier between them… He was spread out on top of the covers.

"Alright get over whatever Boy Scout insecurities you're having and just get into the bed already," she demanded sounding exasperated. "It's getting kinda cold…'

"No really I'm quite fine… I don't feel the cold at all." He remarked quite content with staying within his safety zone. He was a little touched that she was concerned for him though.

"Not you _idiot_- I'm looking out for myself here… I only want you under the covers so I can take advantage of your body heat." She explained as though it should have been obvious.

Under the covers and sharing body heat equalled a whole lot of embarrassing situations as far as Clark was concerned and he shook his head defiantly. "If you're so cold you should put more clothes on then…"

Lois raised an eyebrow seeing the situation for what it truly was and realising that her taunts were not far from the truth. Clark wasn't insisting on sleeping on the covers because it was the decent gentlemanly thing to do in this situation, it was because he was struggling to restrain his hormonal impulses towards her. Plotting deviously she decided to see how much it would take to get Clark Kent to drop the Boy Scout act and just give in…

"Why would I want to put clothes on when it's so much easier to share body heat dressed the way I am… not to mention much more fun," She said seductively. "In fact the best way to share body heat is with naked skin on skin contact- did you know that Smallville?"

Clark could only whine at the visual that created in his head.

"How about we make a deal… you get into bed with me and I'll take off a piece of clothing." She offered playfully but with every intention to go through with it.

Clark's eyes immediately popped out of his head at her offer but then his mouth slowly twitched as he caught on to what she was doing. He knew she was obviously egging him on and wouldn't really do it since she believed she would be safe with him refusing to get into bed with her. True to her nature Lois Lane was all talk and he was looking forward to calling her bluff.

"Alright," He agreed easily and lifted the blankets to climb under. It was a dangerous game he was playing but he felt it would be worth it in the end. Besides as long as he kept on one side of the bed and she on the other he could almost forget he was even in bed with her. Almost.

Lois smiled triumphantly, '_Hook, line and sinker'_. Admittedly he had taken a lot less coercing than she had originally thought would be needed but that just showed how predictable the mind of the teenage male could be… even that of the one and only Clark Kent.

"Go ahead…" He encouraged once he was settled.

Lois was admittedly a little shocked at his forwardness; Clark was being bold again and for a second it made her nervous even though she had known from the beginning exactly what she was going to do. She reached for the hem of her shirt…

Clark's eyebrows shot skyward at her movement and it occurred to him that she wasn't bluffing at all. He started to panic, especially when he realised that his body wasn't trying to high tail it out of there as it should have been. A part of him was daring enough to remain in the bed with her as she stripped- he blamed that same part for the non-stop dreams of her. Managing to get one eye closed the other stayed rebelliously open curiously peeking at her as she wriggled under the blankets.

And then she stopped squirming to suddenly surface from the blankets brandishing a stripy blue and red bed sock. She held it out for him, " There you go Smallville… one piece of clothing removed as promised."

Clark just groaned in frustration as he buried his face in his pillow. He hadn't even noticed she had been wearing socks.

"Aww… there there Clarkie," she mockingly crooned as she patted him on the back. "If it makes you feel any better I'll even take off the other one as well… just for you." She giggled.

"You're such a tease!" He mumbled loudly into the pillow. He couldn't believe he had fallen for it… not that he actually wanted to be in bed with a half-naked Lois he had to remind himself.

Lois just didn't know when to stop…

"Besides it's not like I need them anymore now that I have you…" She edged closer to him and ever so lowly reached out with her bare foot to gently trace the contours of his closest foot.

Clark practically jumped out of his skin at the contact and yelped a desperate, "**Lois!** What are you doing?" He turned to face her alarmed.

Lois had to concentrate her hardest not to collapse into a fit of giggles. She clutched the shirt covering his chest and pulled herself even closer towards him. As their fronts moulded against each other Lois stared into his eyes and leaned in closely to whisper shyly at him, "I don't know Clark… it's just how you make me feel."

The gap between their lips was slowly getting smaller when Lois seemed to pause waiting for him to make the final move. Clark was gently closing his eyes about to lean in the rest of the way when Lois unexpectedly rolled away from him cackling in mirth. In her hand she clutched the plaid boxer shorts, which she had successfully retrieved from his pants pocket without him even noticing.

Clark couldn't explain what he was feeling… He was extremely overwhelmed with all of these unknown pent up urges coursing through his system and Lois' laughter ridiculing him wasn't exactly helping him to sort out his confusion. He huffily rolled over to the very edge of the bed putting his back to Lois and stayed there. It was maddening that Lois could get him so worked up and not even realise the extent of what she was putting him through. He needed at least a few moments of solitude to gather his thoughts before he could continue.

Eventually Lois' amusement waned and she lay back down curiously staring at Clark's back trying to work out what he was thinking about. He was momentarily sulking again and she decided to give him his space. Rolling onto her back she held up the boxer shorts to scrutinize another time over trying to work out what it was about them that had her feeling very attached. In reality they were just shorts and not really that entertaining… but it was imagining Clark in them that sealed the deal. Ignoring the fact that he would no doubt look _hot_ in them, they were admittedly rather small and it would look hilarious if she even saw him- all bulging muscles- squeezed into these tiny short shorts. The thought made her smile and she pulled the material affectionately to her chest.

A small snore could be heard from Clark's direction and Lois' attention snapped straight back to him again. Sitting up she crawled across the space between them and leaned over his broad back to peer at his face. Sure enough he was fast asleep. Lois' jaw dropped… she couldn't believe he had fallen asleep on her! She considered whacking him good but her resolve softened as she admired how peaceful he looked sleeping. She smiled tenderly as she gently brushed his hair out of his eyes and then settled the blankets more securely around him.

"Sweet dreams Clarkie …" She murmured warmly. "I just wanted to tell you that I had a great time at our sleepover, and to say **thanks**…" She leaned down ever so carefully and placed a soft kiss on his cheek.

Rolling away from him back to her side of the bed, she lay back down cuddling the boxer shorts and feeling all warm inside. She was completely oblivious to the pleased smile now gracing Clark's lips…

_Clark felt disorientated… he knew where he was but something felt different. He was in his bed but there was something else missing, something important…_

_Warmth. Comfort. Trust. Friend._

_**Lois.**_

_Lois and he were supposed to be having a sleepover but she was no where to be found…_

_Clark was worried. What if something had happened to her? She was supposed to be here._

"_Clark…" Came a soft voice behind him._

_Relief. Excitement. Anticipation._

_He rolled over eager to see her, needing to make sure she wasn't angry with him for falling asleep…_

_But it wasn't Lois in bed with him._

_**It was Lana.**_

_Shock._

"_We're going to be together forever Clark." She stated lovingly and reached out for him._

_Clark didn't make any move towards her. He felt so confused… where was Lois? Did she know Lana was in her bed? Would she be upset with him?_

_Lana was getting closer now and although he wanted to pull away he found that he couldn't move._

_She was going to kiss him… she had closed her eyes and had puckered her lips ready for it._

_He cringed; it was not an enticing sight._

_Discomfort._

_Lana was so close now._

_She was making wet kissing noises and he pulled a grossed out face having to fight the urge to gag._

_This all felt so wrong_.

_He didn't want this… __**he didn't want Lana...**_

"**Clark!**" Lois knelt over Clark's sleeping form trying her best to shake him out of whatever dream he was having. "Come on Smallville snap out of it!"

Clark's eyes opened suddenly and took in the sight of a sleepy Lois leaning over him with a somewhat concerned look in her eye. He smiled up at her and then reached out to pull her into an affectionate hug. He was definitely relieved to see her.

"Wo-ah Smallville?" Lois was a little startled by his actions but had no choice but to be pulled into his strong embrace. "Yoo hoo your little fantasy dream's over _lover boy_, you can let me go now…" She muttered into his shoulder mildly perplexed but mostly amused.

"It was just a dream?" Clark questioned as he released her.

Lois gave him a funny look and then leaned in as though about to fill him in on a secret. She whispered, "Yeah remember in real life you and I don't do that sort of thing… at least not together."

Clark looked at her confused but then clicked as to what she was talking about.

"_Noooo_ not _that_!" He exclaimed. "I wasn't even dreaming about _that_…"

Lois looked sceptical. "I dunno… you were making those weird noises again…"

"And besides you weren't even in it… Lana was," he pointed out.

Lois rolled her eyes and collapsed back down on her pillow retreating into sleep mode. "Forget I asked."

Clark had awakened with a new fervour and couldn't even think about sleeping again so soon, he rolled to follow her excitedly.

"But Lois it was so _unreal_ but still _so real_…" He tried to convey all the things he had felt in that confronting moment.

"Mmm hmmm," Lois hummed. She was lying with her eyes closed already halfway back to the land of Nod.

"Lana was all over me… and I didn't even try to reciprocate it… I didn't even want to…" He explained. "Lois… I think I'm over her…"

Rolling onto his back again, Clark stared up at the ceiling in amazement. He couldn't believe how alive he felt at that admission. In a way he'd known Lana and himself had been growing apart for a while now but it was such a huge relief to finally acknowledge it and let go of all the years he had spent yearning after her. He felt free…

"That's Clark nice," Lois yawned her delayed response.

Clark turned his head to look at her grinning at her quirky but cute response. She was very quickly succumbing to the lull of her own dreams and was nestled comfortably in amongst the pillows and blankets. He noted she also had a secure hold on his plaid boxers hugged tightly against her chest and that made his insides melt a bit.

He rolled onto his side towards her being careful not to wake her up and carefully brushed a loose strand of hair behind her ear. As his fingers made contact with her cheek she smiled happily in her sleep. So enrapt was Clark in that small smile which he had caused that he realised should Lana have suddenly been in the bed with them at that moment he wouldn't have even noticed… he wouldn't have worried if she suddenly rolled over and fell off the bed… for that matter he probably wouldn't even have even cared if she fell off the edge of the earth… because at that moment all he wanted was Lois.

Wishing they were still playing the 'Window of Truth' because it would be his turn to ask her a question; he knew exactly what he wanted to ask…

'_What would you do if I kissed you…?'_

He was met only with silence… but that was all right, he'd hoped he wouldn't be hearing any words- because she'd be too busy kissing him back.

On that note Clark closed his eyes remembering that he'd started the night complaining that he couldn't stop thinking about Lois Lane… he realised now that he never wanted to stop thinking about her.


	4. Now There Were Two In The Bed

**Now There Were Two In The Bed**

Lois finished tucking in the freshly spread sheets of her double bed when her cousin Chloe entered carrying an assortment of pillows and cushions that she had managed to gather around the rooms of Lois' apartment above the Talon.

"You know Cuz," Chloe began as she dumped her colourful bounty on the bed. "I'm starting to think you have a serious pillow fetish. No normal person has this many pillows just lying around."

"Aw come on Chlo, as if _this_ is really that many…" Lois said doubtfully as she started to arrange the various pillows that Chloe had collected so that the bed would look all the more inviting.

"_Lo_, that's only the first load!" And to prove her point Chloe exited the room only to return a few seconds later with another- even larger- armful of pillows. She dumped them on the bed also and then waited with an eyebrow raised for an explanation from her cousin.

Lois grinned as she took in the sight of the heaped pillows covering every inch her bed. There was definitely **a lot**.

"Wow… that _is _kinda weird." She admitted sheepishly. "Did you seriously find all these here?"

Chloe nodded sombrely, "Never once left your apartment. You haven't even been living here that long too. I just don't know how you could have got so many in such a short amount of time… probably the same way you got this one I think…" She held up a small cylindrical cushion.

Lois shrugged, " Looks like a stool cushion to me."

"Exactly- and quite similar to those found on stools downstairs…you know_, in the Talon_." Chloe cracked an amused smile at her cousin.

Lois started to snicker but then quickly masked her amusement before stating a very serious, "I have absolutely no idea how that got here…"

"Riiiiight," Chloe drawled suspiciously. "And what about this one? I think we both know _exactly_ where this one came from." She held up a regular pillow covered in a distinct blue _plaid_ pillowslip.

Lois swallowed knowing that this particular pillow made her look like some kind of obsessed stalker. She quickly snatched the prized possession and hugged it protectively away from Chloe's teasing smile.

"It's just a _really_ comfortable pillow _alright! _I just haven't had a chance to get a new pillowslip is all…" She explained rather defensively. "Besides it's not like he'll even notice it's gone."

"Yeah, I'm sure Clark hasn't even noticed that the main pillow to his matching bedspread is missing…" Chloe stated sarcastically.

Lois gave Chloe a warning glance but it did nothing to lessen the smirk on Chloe's face.

"Look Chloe, there comes a time in everybody's life when you find a certain pillow that is unlike any other you've ever had before… and when you find it you have to do everything in your power to keep it!" Lois explained passionately.

"Alright, alright… you can have your "pillow" Lois," Chloe stated ambiguously before mumbling her conclusion, "Yep, definitely a pillow fetish."

"What do you have against pillows anyway? They make life more comfortable Chloe," Lois challenged as she placed Clark's pillow in pride of place on top of the mound of pillows littering the bed.

Chloe shook her head slightly as she watched her cousin treat the pillow like it were a prestigious trophy. The levels that Lois and Clark's games went to were a mystery to her at times.

"I have nothing against pillows Lois… I just don't understand why we need so many when one has always worked just fine for me…"

"Don't be such a party pooper Chlo, especially at our first sleepover in my new apartment… at our first sleepover in a very - long - time." Lois emphasised the seriousness of the matter and offered her best pleading look.

"Alright, alright I'm open to new things… but only for you." Chloe caved resigning to the fact that she'd be sleeping on a mound of pillows tonight, if Lois let her get any sleep that is.

"Cool," Lois squealed grinning excitedly as she launched at Chloe for a well-deserved hug. "Love ya Chlo! Now do you need a boost or are you going to opt for the running dive approach like me?"

"Wait," Chloe said as she held up her hands to halt Lois before her cousin got the idea in her head to physically throw her on top of the pillow mound. "Before we get this all started, I just wanted to check that you are definitely sure that you don't want Clark to be a part of this sleepover?"

Lois rolled her eyes letting out a deep sigh. "For the last time Chlo… I just got away from the _Farmboy_, what makes you think that I would be so desperate to have him around again that I'd invite him to our sleepover?"

"Oh I don't know…" Chloe shrugged mysteriously. "Maybe because you're wearing his boxer shorts as pyjamas…"

Lois automatically looked down even though she already knew what she would see. Chloe was right, she was wearing a pair of Clark's boxer shorts. The same pair in fact that she had stolen from him on the night that Clark had filled in for Chloe at a sleepover back when she was living at the Kent's.

"S-so what?" Lois stumbled over her response. What did it matter if she was wearing his shorts? Sure she had to roll the waistband a few times to make them fit but they were comfortable on her. Why shouldn't she wear them? It didn't _mean_ anything.

"Maybe your subconscious is trying to tell you something… something to do with 'Clark' and 'sleeping'?" Chloe poked dangerously, already fully aware of the response such a suggestion would bring about.

"CHLOE!" Lois exclaimed in surprise and threw the first pillow she could grab straight at Chloe's head. It was Clark's pillow.

Despite being hit square in the face, Chloe started laughing as she caught the pillow and held it up as more evidence. "And you sleep with his pillow!"

"I never said that I slept with it!" Lois contested.

"Oh so this "really comfortable" pillow that you say, and I quote: "_that is unlike any other you've ever had before"_, happens to be in your possession and you say that you never ever sleep with it?" Chloe laid all the facts out for her.

"Alright so I sleep with it sometimes, " Lois mumbled conceding to the facts. "It still doesn't _mean_ anything."

Chloe simply looked at her with disbelief and amusement.

"It **doesn't** Chloe." Lois reiterated strongly.

Chloe let the matter slide… for about a second.

"But you admit that you had a good time with him at your last sleepover… many parts of which remain foggy to me because you refuse to divulge information," Chloe stated.

"There's nothing to tell," Lois returned.

"But you admit that you had a good time?" Chloe prodded.

"Alright, yes… I had a good time." Lois admitted just hoping to get Chloe to drop it.

"So hypothetically… **if** Clark were present at this sleepover it wouldn't really be such a bad thing… right?" Chloe continued.

"No, I guess it wouldn't be _that_ terrible…" Lois gave Chloe a 'where are you going with this?' look.

She was answered by a loud knock at the front door.

Lois focused on Chloe with accusation burning fiercely in her eyes. _You didn't!_

She did.

Chloe shrugged meekly, "I guess you won't mind that I already invited him then…"

* * *

Clark couldn't help shuffling on the spot while he waited for someone to answer the door. He knew he could just as easily let himself in since Lois never seemed to ever lock the front door, but he didn't want to overstep the line of 'welcomed guest' and ruin his chance of spending even the slightest amount of quality time in her presence. He knew that being invited to these things was a huge honour in the girls' books and although he wasn't entirely sure of what he'd done to earn the privilege, he wasn't about to pass up this opportunity. For you see it had been for some time that Clark had realised that he held feelings for none other than Lois Lane and although she remained the most annoying person in his life he had discovered that she drove him crazy in the most excruciatingly thrilling way possible. Now that he had accepted his urges towards her he had found out that the need to be around her was as addictive to him as Kryptonite was deadly.

And it had been at least five days since he'd last seen her… entirely unacceptable in his opinion. Not to mention painful…

Not that being around her wasn't painful as well; the problem with the situation was that Lois wasn't aware of Clark's newly awakened feelings for her. Sure she knew he dreamt about her intimately and although she enjoyed using that little bit of knowledge to bust his chops every now and again, her sheer casual attitude towards the fact showed that she didn't even consider Clark ever really liking her to be a threat. Clark knew that if she ever found out she'd cut him off from the supply of her he so desperately craved these days. And so he continued to play along pretending that he couldn't stand her at the best of times. It wasn't entirely that hard since he still found her to be completely irritating, he just didn't let her know that he liked that about her.

He shuffled again and spared another thought for why he had even bothered to get bouquets of flowers for the two of them. It made him feel even more nervous like he was preparing to go on a date or something. He considered dumping them then and there but then when heard the door handle turning he instinctively held the flowers out in front of him.

"Hey Clark, glad you could make it," said a friendly Chloe opening the door and motioning him inside. "What's with the flowers?"

Clark walked inside casting a subtle glance around the room. Lois was nowhere to be seen. He turned his attention back to Chloe and offered the first bouquet along with a dashing smile.

"Well you know what they say, flowers for a flower," He presented charmingly. "And well these others are just for Lois, had to say thank you somehow for inviting me tonight. Where is she anyways?"

"Yeah Clark, about that…" Chloe seemed to hesitate when a noise coming from the kitchen area around the corner caught her attention. "Uh can you give me a sec?" She accepted the flowers with a smile and then headed around the corner in search of Lois.

Clark took the hint and headed in the opposite direction stopping when he caught sight of Lois' bed covered in pillows. Lots of pillows. "Weird," he muttered to himself absently.

Meanwhile back in the kitchen Chloe cautiously approached her cousin who currently had her head deep inside the refrigerator rummaging for something.

"Lois? You're not mad are you?" Chloe asked hesitantly.

"Why would I be mad?" Lois queried as she straightened and closed the fridge door before continuing on her search around the kitchen.

"Because I invited Clark to our sleepover… because I didn't ask you first? I'm sorry if you're angry, I just thought it'd make the night a little more fun…" She desperately tried to explain. The night would not bode well for anyone if it started with her cousin upset with her.

"Ah ha!" Lois exclaimed as she obviously found what she was looking for and snatched a banana from the fruit bowl. "Of course it'll be fun. Don't fret Cuz, just means now you get to see first hand what I can do to Clark these days…"

Like a woman on a mission Lois led the way back out to find Clark. Breathing out a sigh of relief Chloe began to follow her curiosity peaked wondering why it was Lois so desperately needed a banana before she could greet their friend. It didn't take them long to find him standing awestruck before the mountain of pillows on the bed.

"Hey Smallville," Lois began almost affectionately. "Had any good dreams lately?"

Clark turned to take in the sight of her choosing to ignore her taunt but found it difficult when he realised what she was doing. Ever so slowly she peeled the banana in her hands and then reached out with her tongue to lick the tip before gently taking it into her mouth for a big, deep bite.

Clark whined at the sight and Chloe had a bit of a coughing fit. Lois on the other hand went on enjoying her banana until it was completely consumed.

"Well?" She prodded impatiently when it became obvious he wasn't going to answer.

Clark cleared his throat so that his answer wouldn't come out as a squeak. "Can't say that I have…"

"That's unfortunate," Lois said with mock sympathy. "But hey at least your knack of crashing sleepovers hasn't failed you!"

Clark turned on Chloe exclaiming, "You said it was her idea!"

Lois chuckled and jumped back in before Chloe even had a chance to apologise. "Sorry to disappoint Smallville, but this was **all** Chloe's idea." She moved across the bedroom and carefully climbed atop the pillowy bed making a comfortable spot for herself. "Probably just upset she missed the steamy strip tease you did for me last time… maybe she's hoping for a repeat performance."

"I'm hardly the one dressed for the occasion." Clark remarked slyly having not been able to miss the fact that Lois was wearing his plaid boxer shorts… or the fact that they looked incredible on her. He on the other hand was dressed simply in jeans and his favourite red t-shirt, strictly avoiding all flannel for once in fear of being referred to as '_Mr. Plaid' _again. He also made sure he sent Chloe a definitive 'there was no strip tease' look before she got the wrong idea about that night.

"Are they for me?" Lois asked abruptly questioning the bouquet of flowers still in his hand and effectively avoiding the reference to his shorts on her.

"Actually… no," he responded surprising even himself and he turned to also present the second bouquet to Chloe. "They're **both** for Chloe."

Chloe could only grin nervously as she realised she was caught smack bang in the middle of Lois and Clark's war on each other. She suddenly had to question whether it was entirely safe to be a third party around these two anymore. As it was she was certain there was definitely more going on beneath the smouldering looks being thrown back and forth between the two and she was determined to uncover the truth even if it meant becoming a casualty of this war…

* * *

Seeing as the two of them were currently busy glaring Chloe was able to disappear for a few minutes to put _her_ flowers in some water. When she returned it seemed as though nothing had even changed. Lois was still seated comfortably among the plethora of pillows and Clark was still simply standing there. They were both _still_ glaring at each other. Shaking her head at them she moved towards the bed and managed to scramble herself up amongst the pillows to sit by Lois.

Chloe's movement had caught Lois' attention and with an affectionate smile she watched her little cousin brave the pillow mountain. Caught up in the moment she glanced back to Clark and immediately wiped her face clear of any emotion when she realised he was watching her with an odd expression on his face. She narrowed her eyes dangerously at him.

"Well Clark… aren't you going to join us?" She patted the space beside her suggestively. The act itself would have been inviting if not for the look she was giving him. It warned him that he was in trouble tonight if she had anything to do with it.

Clark visibly hesitated and Chloe decided to take pity on him. "She can't bite if she can't reach you," she joked nodding to the vacant space at the end of the bed.

He started to move closer towards the bed when Lois spoke up again.

"Wait!" She said halting him in his tracks. She looked to Chloe with a mischievous twinkle in her eye, "Surely Clarkie doesn't believe he'll be joining us when he's dressed like _that_- he's not even wearing suitable sleepover apparel!"

Clark looked to Chloe for assistance but she only shrugged. The appearance of these new rules was apparently new to her also but she was clearly on the same page as her cousin and liked where this game was headed.

"It's called a sleepover Clarkie, or otherwise known as a _pyjama party_," she explained in simple terms. "Since what you're wearing is apparently all you've got we're willing to make an exclusion to the rule and allow underwear also. So tell us Clark, are we in boxers or briefs today?" She sent him a teasing smile.

Clark let out an aggressive 'huff' and set his unwavering glare back on Lois. No matter what happened it always came back to him stripping. Undoing the button on his jeans he was about to deck himself and have the humiliation over with as soon as possibly when his thumbs hooked in his waistband encountered a slight problem. More accurately the problem was that they encountered _nothing_. Clark wasn't wearing anything underneath his jeans. Clark froze, blushing a bright red and dropped his gaze to the floor.

Lois and Chloe glanced at each other confused. Then Lois clicked and immediately started giggling as she collapsed amongst the pillows to roll around uncontrollably. That only made Chloe more confused and she glanced back and forth between a glowing Clark and her cousin in stitches. She waited rather impatiently for someone to shed some light on the situation.

Lois eventually recovered and sat up wiping a tear from her eye. At Chloe's insistent look she rushed to explain, "Chloe, it seems our good friend Clark here is _going commando_."

"Oh," Chloe said automatically but then its full meaning registered with her as well and she couldn't help blushing as she looked back to Clark in surprise. "Ohhh!"

"Never took you for a _freeballer_, Smallville." Lois stated almost sounding impressed but still very much amused at the turn of events.

Even if she were impressed it was no consolation to Clark because he was completely embarrassed and hurriedly grumbled a ruffled, "Maybe I wouldn't be if _someone_ didn't steal my underwear."

At that comment Lois gave him an exasperated look that said, 'so that's how it's going to be is it?' She stood up wobbling a bit on her uneven footing before jumping gracefully to the floor. She then walked right up to Clark, raised an eyebrow and unpredictably pulled the boxer shorts down her long legs and stepped out of them. Picking them up she held them out in front of him.

Lois now stood before him in only a baggy t-shirt and a small, tight pair of boy leg underpants. Clark kept his eyes on hers fighting the temptation to look down. The only thing that stopped him was Lois staring back at him with a smirk as though expecting as much of him. So he decided he wouldn't look… no matter how much he wanted to…

"Well?" Lois said shoving his boxers into his chest. "You want them back so bad… there they are."

"Thanks…" Clark mumbled as he accepted the boxers while frowning worriedly. He found it hard to believe that Lois would give them up so easily and throw in a strip for him no less- there just had to be a catch.

"No need to thank me Clark… seeing you in them will be rewarding enough for me," she told him truthfully.

"In them?" Clark squeaked. "You mean 'wearing them' in them?"

Lois frowned at him with mock sympathy. "I know the idea of wearing underwear is new for you… but it's really quite easy. Just one leg at a time."

Clark gave Lois the 'not funny' look that he also sent Chloe's way when he heard her snickering on the bed. When he felt a hand - Lois' hand – on the waistband of his jeans he almost jumped out of his skin leaping away from her.

"What's wrong Clark?" Lois asked innocently. "I was only helping you get dressed, since you seemed a little _overwhelmed_ with the idea after all." She grinned.

"I think _I_ can manage!" Clark exclaimed hoarsely.

That only seemed to make Lois more pleased and Clark immediately realised his mistake.

"I mean- I'm not wearing these! Take them back!" He held them out for Lois to take back. He refused to wear those boxer shorts in the company of anyone let alone _Lois Lane_.

Lois scrunched up her nose at the boxer shorts, "Now why would I want your smelly old shorts Smallville?"

"Lois!" Clark groaned in frustration.

Lois turned her back on him and toddled back over to the bed climbing in next to Chloe once again.

"Last I checked _Clark Junior _wasn't invited to this sleepover. Unless you invited him Chloe?" Lois turned her head to address her cousin who was doing her best to follow all that was happening.

"_Clark Junior?_" Chloe echoed in confusion.

"Didn't think so," Lois said nodding before turning her attention back to Clark. " Seems like those shorts are your only option then… if you do still want to join us?"

Clark held up the tiny shorts in front of him with a sceptical frown. All right so they weren't _that_ tiny, it was just after having seen Lois in them it was making it harder for Clark to ever imagine himself fitting into them ever again. Last he'd worn them was about a year ago and although he'd got into them then, they'd been admittedly rather tight on him. He knew if he got them on now he'd look absolutely ridiculous. _That_ it seemed was exactly what Lois wanted…

_Lois…_

Clark chanced a thoughtful glance at her and he immediately knew his answer. If wearing those stupid shorts meant being able to be around her then it would be worth it.

"I'll be right back…" He agreed to their terms and left the room to change.

Chloe was admittedly stunned. Not only did her cousin have a stronger hold on her best friend than she thought, but now they were also going to see Clark Kent actually wearing those absurdly small boxer shorts. This was definitely a momentous event in the history of Lo-Chlo sleepovers.

"Well that's an interesting turn of events," Lois commented smugly.

"_I'll say_," Chloe agreed with exaggerated suggestiveness and pointedly looked at her cousin.

"What?" Lois queried at Chloe's strange look.

"You're flirting with him!" Chloe accused with obvious delight.

* * *

Lois looked at Chloe like she'd just grown a second head. "Chloe…" she said frowning with disapproval thick in her voice as to where this was headed.

"Nah ah Cuz, you can't deflect it this time…" she chased with a face splitting grin.

"I'm not deflecting anything!" Lois exclaimed defensively.

"Oh come on… you are totally all over him," Chloe said as though pointing out the obvious denial.

"Shh!" Lois hushed glancing to the doorway where Clark had just disappeared before speaking in a much softer voice. "I am **not** all over him."

"So you just _had_ to show him how much you were enjoying that banana simply because it tasted good?" Chloe said calling Lois' bluff.

Lois rolled her eyes, "You think I like him because of that banana stunt?" She emphasised how stupid a reason that would be for such an accusation.

"Well now I didn't say anything about _liking_ him… but if you'd prefer we used those terms…" Chloe trailed off innocently.

"Chloe…" Lois growled a firm warning.

It was then that a welcome distraction arrived in the form of Clark Kent making them instantly lose track of any dispute they may have been having. Now banding together they began to shower applause and '_sexy' _whistles on their friend as he stiffly re-entered the room and tried to move towards the bed as fast as the tiny shorts would allow. He was still wearing his red t-shirt obviously trying to create the illusion that he was decently covered despite the fact that the simple plaid material was currently hugging his lower regions very snugly indeed.

Seeing his intentions Lois hurriedly rolled to the foot of the bed and then jumped in front of him before he could climb on board and hide amongst the pillows.

"Woah, woah not so fast there _Mr Plaid_, you haven't passed inspection yet…" she said smirking up at him.

"And let me guess- you're the inspection officer?" Clark grumbled as he self-consciously tugged at the hem of his shirt.

"But of course," she offered a dashing smile before starting to slowly circle him taking the time to casually scrutinise every inch of him.

Chloe was on the verge of erupting into a fit of giggles at the scene playing out before her but she tried to keep it in check not wanting to make this any more uncomfortable for Clark… he did have a lot to hide inside those boxers and was really doing a great job of blocking out the fact that Lois was purposely doing her best to draw attention to that fact.

"You know Clarkie…" Lois began as she returned to stand in front of him very seriously. "I think it is in your best opinion that you lose the shirt."

Chloe snorted at that suggestion and Clark took a protective step away from Lois.

"No way… the shirt stays. I almost always sleep in a shirt," Clark stated in opposition.

"Aww come on Smallville…" Lois started to stalk him dangerously. "We can't appreciate the full _package_ unless you give us a good viewing opportunity."

"There will be no viewing of my '_package_' thank you very much!" Clark yelped.

"I've seen you starkers Clark so it's not like it's a big deal…" Lois pointed out.

"Then why do you have to see it all again?" Clark stalled.

"Cause she liked what she saw," Chloe mumbled slyly.

Clark blushed at her comment but was now smiling slightly at Lois. Lois didn't see however because she was already mouthing 'traitor' to Chloe.

Biting her lip Chloe knew she had to remedy the situation. There was no point taking sides so early in the game if she really wanted to make progress tonight. She did have to admit it was fun turning the tables on Lois though. "Look Clark, I wouldn't feel embarrassed if I were you cause you can take my word for it that 'being amused' would be the last thing on our minds if you were to take off your shirt right now…"

Lois continued to watch Chloe closely for a moment longer as if trying to work out if she could be trusted any longer. Eventually she turned back to Clark seeing that he was seriously considering taking off his shirt after Chloe's last words…

"Just a little peek?" She offered sweetly knowing it would be all that was needed to tip the scale. She grinned when he sighed and started to lift the hem of his shirt.

Lois took a couple of steps backwards so that she could take in the full picture. Slowly more and more of his taut stomach came into view and Lois found herself chewing on her bottom lip as the temperature in the room seemed to rise rapidly around her. Lois couldn't help feeling a little dirty as though looking upon something that she shouldn't have been. A quick glance at Chloe confirmed that her cousin was also feeling the effects and something inside her stirred as though annoyed that Chloe was seeing Clark like this. Shaking it off she blinked and turned back to Clark whose upper body was now completely bare. Was it possible that he was bigger and even more muscular than the last time she had seen him so exposed?

Clark stood awkwardly before his silent audience with the discarded shirt hanging by his side in his left hand while he self-consciously ruffled his hair with his right. He hesitantly glanced at Chloe suddenly afraid to meet Lois' eye but his curiosity was perked upon seeing Chloe's attention not on him but firmly on her cousin along with an amused smirk playing on her lips. He too glanced at Lois who stood frozen in place staring at him. Her eyes continued to hungrily rove up and down his body and a bright flush stained her cheeks. Clark's eyes widened at this interesting new development.

"Lois?" Chloe prodded tentatively.

Lois snapped to attention and her eyes locked on to Clark's knowing full and well she'd just been caught ogling him. She cleared her throat and looked away frantically trying to regain control of herself and work out some way she could rectify what had just happened. How could she help it? It was Clark's own fault for standing there with his perfectly sculpted body squeezed into absurdly small plaid shorts that threatened to burst at the seems in their attempt to keep him covered. She hurriedly swallowed as that visual popped into her head and glanced everywhere but at Clark before finally building up enough courage to return her gaze to him. Clark was still frozen in place watching her hesitantly and sharing in her blush not quite sure of what to say. The hint of satisfied smirk on his lips made Lois bristle to no end.

"Well Clark Junior's definitely looking very cosy in those shorts!" she announced bluntly.

Clark reacted true to form and turned as bright red as the shirt he hurriedly threw back over his head.

"Aww now now Clarkie," Lois said pouting. "No need to cover up so soon."

"Nah ah! No way, I am **not** taking it off again. You had your fun and now I am getting comfortable." He stated firmly.

"But the fun was just getting started!" She teased.

"Yeah great fun for me!" He said sarcastically. "I don't see you having to take your shirt off… so neither should I!"

Both of Lois' eyebrows rose in surprise but then she started to smirk. "Agreed."

"Huh?" Clark was confused.

"Chloe and I will both take off our shirts if you take off yours."

* * *

Clark couldn't help grinning stupidly at that idea- even a Kryptonian male couldn't resist being excited at an offer like that. He glanced at Chloe and then back to Lois clearly not believing it could be so easy, "Yeah right…"

Chloe also couldn't believe her ears but for her own reasons. What was Lois thinking? Grabbing the collar of her own baggy t-shirt she glanced down and confirmed that she was most certainly not wearing anything underneath. There was no way in hell she was going topless around Clark. Clearly horrified, Chloe looked back to Lois to communicate her distress only to find Lois smirking at her knowingly. Gasping she realised she was being set up because if she didn't know any better Lois was probably wearing something _substantial_ under her t-shirt that would allow her to at least get away with removing a layer.

Closing her mouth Chloe held back her outrage. _Fine, if that's the way it's going to be…you asked for it Cuz!_

"Woah, woah, woah, no way… Lois you are definitely on your own for this one…" Chloe jumped in before their proposition could move along any further.

"Why's that Chloe?" Lois asked with amusement shining brightly in her eyes. She definitely knew why.

Chloe locked eyes with her in a challenge. " Oh I dunno, guess I'm just not _as desperate as you are_ to see Clark topless."

Lois' jaw dropped. Annoying, pestering comments between cousins about how she may or may not feel about Clark was one thing… but making suggestive comments like that when he is standing right next to them is a completely different matter. Lois quickly mouthed 'You are so dead!'

Chloe ignored her however and went on to throw a wayward comment to Clark, "Don't you think its _interesting_ Clark, that Lois is so _desperate_ for you to be topless around her?"

Clark watched the exchange not wanting to read too much into it since Chloe was clearly teasing. He did recognise that the '_teams' _had changed significantly however and he turned to Lois smiling innocently but now feeling much more confident now that Chloe was backing him with whatever insight she obviously had into her cousin. It was as if Chloe was aware if his feelings and was trying to help him out a bit by evening up the playing field.

"That is definitely _interesting…_" He said cheekily.

Lois glared at him knowing that power he thought he held over her definitely had to go. "Fine then, if you don't want me to take my top off…"

"How do I know you're not wearing anything underneath?" Clark asked suspiciously remembering all too well the sock incident where he's been tricked by her similar offer to strip for him.

"You don't," Lois retorted brusquely with her hands on her hips.

Clark gave her the quick once over and then shrugged before removing his shirt once again. Lois immediately smirked in satisfaction before swiftly removing her own shirt to reveal a tight blue singlet. Clark smiled at her expecting as much and she shrugged in response.

"Not this time either Clarkie…" she added mockingly.

"It's alright…" He returned before pointedly looking down and smirking with an eyebrow raised. "It was worth it."

Lois gasped at his forwardness and made a move to pull her shirt back on when Clark quickly snatched it out of her hands and tossed it aside with his own shirt. Accepting her fate she squared her shoulders and tried to look formidable despite the fact that now all she was wearing was a small pair of underpants and a tight little singlet, both of which were intimately hugging her curves.

"Well now that we're all _dressed_ for the occasion shouldn't we be getting on with it then…?" Chloe butted in trying to clear some of the tension settling itself around her two sparingly dressed best friends.

"Right," Clark stated realising he was outwardly perving on Lois Lane and to her face no less.

"Right," Lois echoed clearly troubled by the fact that she was enjoying Clark looking at her in such a sexual way.

"_Riiight_," Chloe joined in smirking at the measuring looks they were now giving each other.

"Right," Lois said again this time much more firmly as she focused on Chloe. "Clark would you mind going and making some popcorn for us? It's by the microwave."

"Uh sure," Clark said sensing the confrontation that was about to occur and making his exit.

As soon as he was gone Lois immediately rounded on Chloe climbing onto the bed beside her. "What the hell was that!?"

"What do you mean?" Chloe asked sweetly.

"Chloe! Just look at me and tell me you have no idea what I mean!" Lois exclaimed still keeping her voice to a harsh whisper.

"Hey you got yourself into that one!" Chloe said smartly referring to Lois' lack of clothing. "It's not my fault you were so caught up in undressing Clark that you failed to realise that you were also playing the strip poker- without the poker might I add."

"See that's what I mean! All these suggestions about Clark!" Lois hissed. "It's not happening so quit it already…"

"Lois, open your eyes- _it's already happening!_"

"We're both talking about the same person right… _Smallville?_" Lois grasped bemused at the idea.

"Oh, don't act like you haven't even considered it," Chloe continued in frustration.

"Your words _Cuz…_" Lois retorted.

"Your actions _Cuz…_" Chloe returned.

After a small glaring match both agreed on a truce and a new plan in attempt to sort this out once and for all. Chloe was intent to prove that there had always been something deeper going on between the other two and Lois was determined to prove that she still couldn't stand Clark. In other words, that absolutely nothing had changed…

"OK so when he comes back in here we'll just continue as normal…" Chloe began to reiterate their understanding.

"As in _normal sleepover behaviour_…" Lois clarified.

"Yeah, like idle conversation and what not..." Chloe continued.

"And you won't take his side anymore?" Lois questioned warily making sure Chloe wasn't going to turn on her again.

"I'll remain strictly an objective third party," Chloe answered crossing her heart. "That is, as long as you remain open to whatever may happen to come out in conversation…?"

"I don't trust you at all." Lois stated truthfully.

"But do you agree?" Chloe pushed already scheming away in her mind.

"Fine," Lois agreed ready for anything. "Bring it on little cousin."

And that is when Clark returned with a big bowl of buttered popcorn. Seeing the girls seated comfortably on the bed he made his way over and managed to settle himself amongst the pillows without receiving any objections from anyone. Chloe was smiling widely at him while Lois sent him a small tight smile. Placing the bowl in the middle he spared a quick moment of dread about what he may have missed while out of the room.

"So Clark," Chloe said cheerily bringing Clark up to speed. "Lois was just about to tell me all about the best kiss she's ever had… you know just _regular sleepover conversation _and all that."

Lois sent Chloe a forced smile and then glanced hesitantly at Clark noticing how tensed his jaw was all of a sudden. She had to question why it was so difficult to talk about this stuff in front of him? Lois and Chloe usually talked about all kinds of things at their sleepovers. Guys, sex… why should Clark being there change all that?

* * *

"Are you sure we haven't already had this conversation before?" Lois asked through her teeth. What she really wanted to ask was: 'Do we _really_ have to do this in front of Clark?'

"I'm pretty sure we haven't had this conversation _with Clark _before… not that it should matter," Chloe taunted carefully. "Besides it's always wise to keep up with ones standards."

Lois sighed and stated simply, "Bruce."

"Bruce who?" Clark asked abruptly, making Chloe and Lois both raise an eyebrow in surprise at his forcefulness.

"I don't know, it was a one time thing at a party…" Lois replied evenly watching Clark's reaction.

Clark didn't look at her but his shoulders visibly relaxed at her words. He reached out and grabbed a handful of popcorn popping them into his mouth one at a time with annoyingly loud and strangely satisfying 'crunch' noises. _Well he can't be that great if she didn't even bother to find out his name… _

"Not that it matters… _tall, dark and handsome_… and the greatest kisser I've ever _experienced_…" Lois lay on thickly as she continued to watch Clark finding it amusing that his 'crunching' was suddenly growing more violent by the second.

At Chloe's amused look Lois simply shrugged. Well it was _normal_ for her to make his daily life difficult…

"And what about you Clark? Best kiss?" Chloe directed all the attention to him.

Clark forcefully swallowed his mouthful of popcorn in surprise not expecting the spotlight to suddenly be on him.

"And _dream _kisses don't count, Clarkie," Lois teased not missing her cue.

Clark rolled his eyes at her, refraining from pointing out that it was _sh_e who usually kisses _him_ in his dreams. It was then that he realised who his answer would be (since he couldn't use say a dream kiss) and he groaned at not being able to escape her. _Lana_.

"Lana," Clark mumbled blushing more in embarrassment and annoyance than anything. He was well and truly over Lana and had been since he realised he was crazy about Lois… he hated that bits and pieces of his past with Lana kept getting in the way of his possible future.

"Of course. Now do you remember one particular kiss or were they all _perfection_ for you?" Lois asked surprising herself with the spitefulness in her voice.

"Watch out Lois… or I'd say someone is jealous." Clark remarked defensively though it thrilled him that maybe even a small part of what he accused could be true.

"Hardly," Lois retorted. "I think I'll survive without kissing a farm boy who probably doesn't even have a clue what he's doing..."

"Actually," Chloe said jumping in before her plan had a chance to backfire. Thankfully Lois had provided her with the perfect opportunity to get things back on course. "Speaking from experience I happen to think Clark's quite a good kisser."

"Of course you do." Lois said suspiciously. She had an idea of where this was all headed and she didn't like it.

"Isn't it _funny_ that the only person in this room who hasn't kissed Clark is you Lois!" Chloe gushed suddenly.

"Oh yeah, _absolutely hilarious_," Lois rejoiced sarcastically.

"I just think it's a little harsh of you to judge Clark's kissing ability without even taking the time to tr-"

"SO CLARK YOU'RE STILL A VIRGIN RIGHT?" Lois practically yelled cutting Chloe off from suggesting something completely out of line.

Clark blushed brightly again. It wasn't that he was ashamed of being a virgin it was just that Lois always seemed to make out like he was so _inexperienced_ just because he hadn't gone all the way just yet. Having not found the right girl had something to do with it…

And having this particular discussion with the same girl he dreamed of every night '_helping him with that' _was just a little discomforting at the moment.

"Clark, how about you go get us some drinks…" Said Chloe coming to his rescue. Clark nodded, hastily getting off the bed and headed off to the kitchen again.

"Lois!!" Chloe chastised at her cousin's bluntness.

"Don't you '_Lois_' me! You were the one who was just about to force me into _kissing Smallville!_" Lois shielded herself.

"But you didn't have to bring up his _virginity_, maybe he's insecure about that…" Chloe explained trying to show care about Clark's feelings.

"Hey! He dreams of me _popping that cherry_ for him on a regular basis so I think it's my prerogative!" Lois passed on fervently.

"He tells you he dreams of having sex with you?" Chloe ask in amused scepticism.

"Well what else would it be? I'm hardly going to believe that I'm _tying his shoelace_…" Lois jibed shaking her head at the terrible cover Clark provided that time she questioned him about his dreams.

"Alright, well he obviously likes you then…" Chloe raised hesitantly.

"Don't start that again Chlo," Lois warned rubbing her temple. "Guys think about sex. It's what they do. I just put Clark in a compromising situation by sleeping in the same bed with him and now his sub-conscious has just gone crazy with the idea…and the reason it probably won't go away is because he's so desperate to be rid of it. Gotta love that irony."

"You have a serious case of denial, dear cousin," Chloe said shaking her head.

"Arg! You are hopeless!" Lois groaned in frustration! "There is nothing between Clark and I… and- **and I'll prove it!**"

"What are you going to do to him?" Chloe enquired in concern knowing her cousin's poor taste at times. Lois may not be willing to acknowledge Clark's feelings for her but there was no way Chloe was going to let her hurt him just to prove a point.

"Well you want me to kiss him don't you?" Lois stated as though beyond caring anymore.

Chloe focused her eyes and watched Lois trying to ascertain if she was in fact giving in because she truly believed that a failed kiss would prove that there was absolutely no spark between them… or if it was in fact all a big act because Lois really did want to kiss Clark but didn't want to openly admit to it.

She couldn't tell.

"You're going to kiss Clark?" Chloe asked to make sure she hadn't misheard.

"It's only a kiss," Lois shrugged it off nonchalantly.

Chloe beamed. This was too perfect for words.

"You won't do it," Chloe egged her on. _Take the bait Lo, take the bait…_

"Watch me," Lois said confidently. "Just remember you're the one who's to blame when Smallville totally freaks out."

They both sat in silence waiting for Clark to return. Chloe was wondering what was taking him so long where as a part of Lois was hoping he'd managed to pull off one of his signature disappearing acts…

* * *

When Clark re-entered the room deftly carrying three tall glasses of lemonade he hesitated momentarily upon seeing both sets of eyes firmly glued to him. The ice cubes clinked in their glasses as he faltered looking first at Chloe who looked like Christmas had just come early and then Lois who looked as though Christmas had come so early she'd completely missed it.

As soon as she had made eye contact with him, Lois glanced down at her hands firmly strangling an innocent pillow simply caught in the wrong place at the wrong time. She released her deathly hold and glanced at her cousin when Chloe suddenly nudged her side.

'Well?' Chloe's look clearly said with expectation as she nodded in Clark's direction. 'I'm waiting.'

Chloe's words rang clear in Lois' ears, '_You won't do it…' _A fierce determination filled her and she gave her cousin a firm stare telling her to cool it before turning her back to her and slowly placing her feet firmly on the ground. Taking a moment to come up with a game plan Lois tried desperately to calm her racing heart but realised her efforts were futile as the erratic pulse only seemed to pick up speed while she stalled.

Clark watched Lois as she shifted towards the edge of the bed and wondered what she was so nervous about. He could see she was tensed and just watching her so unguarded made him uneasy. And then as soon as he's seen it, it was gone and she was back to being regular unfazed Lois. Standing up from the bed she sent a seductive smirk his way and started to stride suggestively towards him. Clark dry swallowed and only just managed to keep a secure hold on the glasses in his hands that threatened to fall. He was thankful for their icy touch when every other part of him suddenly felt too hot.

Still boldly smirking her mask of confidence, Lois reached out and removed the three glasses from his hands and placed them on a shelf nearby. "Thanks Clark… we're gonna need those later."

"Uh, sure…" Clark managed completely mystified. _What is she up to?_

"Now get back on the bed… up there next to Chloe." It was an order.

Before he could open his mouth to protest Lois placed her hand on his chest started pushing him backwards towards the bed. Her touch burned in a good way and he looked down at her hand in surprise and started to back peddle like he was told. When his knees met the edge of the bed Lois gave him a firm shove making him fall backwards onto the pillow heap. Looking up at her standing over him in her underwear, he gulped and scrambled up the bed. The pillows made his movements a little less fluid than he would have liked but he managed to make his way to the bed head where he seated himself next to Chloe. He frantically looked at Chloe for an explanation.

"Lois has a surprise for you," she told him simply. Her smile scared him.

Lois sent her a charring grin before turning her attention back to Clark who was looking very much like a deer caught in headlights at the moment. It boosted her confidence some and she began edging around the bed towards him. As much as she just wanted to get this over with- a simple game of tonsil hockey- so that Chloe could move on from her delusions, she couldn't deny her competitive streak beginning to surface as she realised she didn't like Lana holding No.1 spot on Clark's 'Best Kiss List'. It was time for Mad Dog Lane to blow any competition out of the water…

Leaning onto the bed towards him Lois calmly crawled over his lap straddling him on her knees and gripped the wooden bed head with her hands on either side of his shoulders. Clark had frozen the moment she had touched him and she knew he was surely freaking out at their sudden intimacy.

"Enjoy it while you can," she said dryly while looking him straight in the eye. She knew if she didn't act soon she would chicken out.

And so with a deep breath she closed her eyes and forcibly pressed her lips against his. With her own heartbeat ringing steadily in her ears it took her a moment to get her bearings and realise that she too was now frozen in place with her lips awkwardly smushed up against his. Forcing herself to calm down she relaxed her mouth and tenderly started to suck on his lower lip and then his top trying to get him to respond to her. It didn't work; he continued to just sit there dumbly, lips squeezed tight and not moving a muscle. Talk about tame…

Frowning in protest Lois opened her eyes to see his pressed tightly shut. Groaning out her frustration she bumped her body into his trying to nudge some life back into him. She _needed_ him to kiss her back.

_Stupid, dumb, farmboy…_He was acting like this was the first time he'd ever kissed anyone.

Clark was flailing. Lois Lane was kissing him and he wasn't sure if it he was supposed to let her know he was enjoying it. Panicking, he sat completely still trying to ignore the fact that the girl of his dreams was moving her soft, sweet mouth over his while pressing her thinly clad breasts against his naked chest. This was sweet torture.

With renewed vigour Lois continued her onslaught on his lips now using her tongue to try and pry his mouth open. When he didn't budge Lois had to resort to foul play and boldly seated herself in his lap. He tensed at the contact and in response Lois ground her hips into his.

Clark gasped against her and Lois smirked as his lips edged open. Taking advantage of this opportunity Lois thrust her tongue into his mouth and shivered when it made contact with his own. Taking the lead she continued to dominate his mouth tentatively teasing Clark to come out and play.

There was only so much Clark could take before his resolve crumbled and he instinctively reached out for what he wanted… and what he wanted was **Lois**.

Wrapping his arms around her he placed his hands on her back and pulled her tighter against him moulding their bodies together. When Lois started to pull away he followed her, recapturing her lips in a passionate lip lock.

Taken back by his boldness, Lois momentarily lost control of the kiss letting him take over. He continued to teasingly lavish his attention on her until she started to hold up her end of the deal once more. Gently responding to him she captured his tongue between her lips and sucked him softly causing his hand to drop to her waist and squeeze her hip. She smiled as she gained the upper hand once more but then was effectively put back in her place when his other hand found the back of her neck and pulled her hard against his mouth deepening the kiss.

Bed head forgotten Lois' hands flew into Clark's hair grabbing handfuls of it and holding on for dear life. His mouth was so hot and inviting she needed to have more of him…she needed to be closer… she needed…

"_**Clark…**_" she moaned as she thrust her hips against his once again.

And then realising what she just said… and then in turn what she was doing, she pulled back eyes wide and stared at him in shock.

_Oh, ****… I just made out with Smallville!_

She realised she was flushed and panting but couldn't for the life of her tear her eyes from his even though she really really wanted to.

Clark swallowed nervously as he mirrored her shocked stare.

"Oh, please don't stop on my account…" Chloe's voice interrupted cheekily from her perch barely a metre from the two of them. She had a big superior grin plastered on her face.

Lois shot out of Clark's lap as soon as reality set in and she scrambled to the opposite side of the bed putting as much space between them as possible. She would have opted for running to the opposite side of the room to make the gap even greater but quite frankly she didn't think her legs would be able to support her just yet.

Ever so subtly Clark reached for the nearest pillow and discreetly placed it on his lap. Thankfully neither of the girls saw him do this since Lois was currently staring at her twiddling thumbs and Chloe was busily trying to get her attention. Running a hand through his recently ruffled hair he desperately tried to douse the urges that were flaring up inside of him. _And just when I thought these shorts couldn't get any less comfortable…_

* * *

Chloe was buzzing with excitement. Their kiss had admittedly gone a lot better than she could have imagined even though it had started out a little shaky at first. She knew there was no way that Lois could deny feeling _something_ when she had watched with her own two eyes as her cousin quickly became putty in Clark's arms. The only problem was Chloe knew her cousin better than most and Lois Lane could be very stubborn _especially_ when it came to Clark Kent. Somehow she had to get her cousin to see reason, if only she could first get Lois to look at her…

"Say Clark, there's some marshmallows out in the kitchen… would you mind getting them for me?" Chloe remarked sideways as she continued to watch her cousin. A moment alone with her was the key.

Clark looked at Chloe, glanced at the pillow in his lap and then returned his attention back to Chloe. Any other time he would willingly oblige like the true gentleman he was but his current _predicament_ made him falter.

"You know what Chloe, I'm kind of tired of being the errand boy…" It came out much harsher than he intended and he winced at the look Chloe gave him.

'Ungrateful' was one of the things that came to Chloe's mind when Clark firmly refused to fetch the marshmallows and she sighed in mild annoyance.

"Alright! I'll get them then," Chloe said as she scooted off the bed and made her way out of the room. Just before disappearing she spun on her heel to address Lois, "Hey Lo, mind helping me out?"

Lois' attention snapped to Chloe and she realised she was trying to bait her out for another cousin-to-cousin talk. No, no… she was not willingly walking into one of those after what just happened.

"Uh, I'm not really in the mood for marshmallows…" Lois stated weakly.

"Alright…well if you'd rather stay here, **with Clark**."

Her words hit home as Lois and Clark immediately looked at each other with obvious discomfort at the idea of being left alone in each other's company. Before Chloe could even giggle Lois was jumping to her feet.

"Actually, now that you mention it I have got a sudden craving for marshmallows!" She exclaimed enthusiastically.

Chuckling, Chloe led the way out into the kitchen with Lois trailing right behind her. As soon as they were out of what Lois would deem 'Clark's earshot' Chloe turned and pounced on her cousin.

"Well… what do you think of Bruce now?" She asked suggestively.

Lois frowned in confusion. "Huh?… Who's Bruce?"

"Just as I thought…" Chloe answered smirking knowingly.

It dawned on Lois what she was talking about- her # 1 kiss- and she blushed when she realised that the random guy she knew simply as 'Bruce' had nothing on Smallville and the super things he could do with that mouth of his. She felt her mouth watering just at the thought of kissing him again.

"So Smallville is surprisingly a good kisser – so what?" Her voice cracked as she tried to act like she hadn't just experienced the best kiss of her life.

"Oh come on Lo, that was more than _just a kiss!_" Chloe accused.

"Nope standard kiss…lips, tongue, the usual," Lois deflected but at Chloe's pointed look was forced to continue with a blush. "So there was a little grinding…"

"Lois you _moaned_ his name…" Chloe reminded her.

"I did not… I said 'lark' you know… as in 'what a lark!'" Lois rattled on pathetically.

"No, I recall hearing a definite 'C' on there… more like '_C- lark … ungh yes, Clark…'_" She continued to carry on exaggerating Lois' moan until Lois clapped her hand over Chloe's mouth.

"_Chloe!_- I did not sound like that!" Lois hushed her frantically looking towards the bedroom afraid that Clark could hear them.

"Whatever you say Cuz…" Chloe stated as soon as she was able to pull free of Lois. "But I know you liked that kiss – _the both of you_."

Ignoring the pleasant tingles that ran up her spine at Chloe's words, Lois grouchily grabbed the packet of marshmallows sitting on the kitchen bench and shoved them at Chloe. She then turned and headed back towards the bedroom stopping at the entrance to wait for Chloe to catch up. Frowning at not being able to get more out of her, Chloe followed and then led the way back into the room towards Clark.

Together they settled on the bed and Chloe had to wince at the awkward tension settling on the room. Clark and Lois wouldn't even look at each other. She had to somehow get them to talk about what had just happened.

"So… marshmallows anyone?" She asked offering the opened packet to the both of them.

Eager for a distraction both accepted the offered treats and started popping them into their mouths in silence.

A thousand and one thoughts were running through Lois' head- the majority of them to do with confusion about Clark and those few that remained revolved mainly around plots of revenge on Chloe. It left her somewhat distracted; though the fact that 'practically naked Clark' was only sitting a couple of metres away was also proving to be a major contributor.

"You know…" Chloe said casually through mouthfuls of marshmallows. "I remember someone once told me that eating a marshmallow is a lot like _kissing…_"

The corner of Clark's mouth curled up ever so slightly as he looked over at Chloe trying to meddle again. As awkward as the situation now was he had absolutely nothing to complain about. He had actually got to kiss Lois Lane! And something he was feeling quite chuffed about despite her probably being forced into it as a dare- **she had enjoyed it**. The fact that he'd had a taste of her now just taunted him because he knew he was already hooked and now nothing would ever be able to compare to what he'd experienced in that brief heated encounter. At the moment he felt enlightened as though all the secrets of the universe had been revealed to him. He sighed contentedly as he dared to muse over the idea that him and Lois together might not be so farfetched as he first thought.

Lois held back her growl at Chloe's words. _Again with the kissing! You're killing me here Cuz! _Her cousin was impossible. She knew there was no way she could deny enjoying the kiss especially to Clark, so her next option was to pretend it had never even happened- with no deeper analysis on how great it may have been- so that things could just go back to normal. Chloe was making that process all the more harder with her transparent comments on kissing.

"Personally I don't see the connection…" Chloe continued ignoring her cousin's glares and chewing away on more marshmallows. "But then again **I** haven't kissed anyone in while…"

Lois gritted her teeth. _Don't you dare…_

"You two mind sharing your thoughts on the topic, I mean since you two just kissed and all that?" Chloe threw out there matter-of-factly and then cowered with a big grin on her face.

That was the final straw for Lois...

"THAT'S IT! CHLOE YOU ARE SO DEAD!" Yelling her war cry Lois launched onto Chloe with a pillow in hand and started whacking her cousin. "I knew there was a reason I had so many pillows!"

Lois wasn't thumping her hard but Chloe was still being bombarded with a never-ending string of hits making her squeal loudly. She managed to grab a pillow for herself and dove for safety doing her best to fend off Lois' blows. Popcorn and marshmallows were flying in every direction as the two girls tussled on the bed.

"Clark help me!" Chloe pleaded in earnest as Lois clearly was kicking her arse in the pillow fight.

* * *

Clark grinned as he watched the cliché male fantasy beginning to take form in front of his eyes. Sometimes it was good to have only girls as friends. As much as Chloe sounded like she needed help he knew Lois wouldn't really hurt her so he decided to watch somewhat curiously for a while longer. It wasn't that he was thinking about the cousins _that way_- Lois was plenty enough woman for him- and besides he'd just got himself under control and wasn't about to be entertaining that train of thought anytime soon. He had to admit though there was something very engaging about watching Lois throw her scantily clad body around as she wrestled and pounded Chloe with a pillow.

As soon as she had pinned Chloe, Lois leaned in close and growled in her ear, "Admit it Chlo, admit that you were wrong!"

Chloe struggled trying to get out from underneath Lois. "Wrong about what dear cousin?" She asked defiantly.

"You know what," Lois snarled back.

"Oh you mean about you an- no NO! Stop please! Ssstoppp!" Chloe started twitching crazily trying to get away from Lois' expert tickling fingers.

Lois only laughed as she watched Chloe struggle beneath her. Chloe continued to yell and scream arms and legs thrashing but unable to escape her torture.

"CLARK! Hellllllp!" She begged again.

Curiously Lois turned her head to look at Clark and see if he'd try and play the hero. He was comfortably lying back against the bed head with arms behind his head and looking very at easy as he watched the scene before him. As Lois' eyes trailed lower she noted the strategically placed pillow covering his crotch.

"Smallville, that pillow better not be hiding what I think it's hiding!" Lois focused her warning growl on him as she released Chloe. Chloe had already stopped struggling at Lois' accusation and turned to look at Clark with a shocked face.

Blushing brightly Clark pushed aside the pillow from his lap very glad that the girls had only just noticed that _now_ after he'd had the chance to get himself in check. He couldn't even begin to imagine how embarrassing it would have been to be caught _like that_- especially in those particular shorts that left absolutely nothing to the imagination.

"Lucky…" Lois muttered as though amused and continued to give him a knowing look with the faint tinge of red colouring her cheeks.

Clark swallowed nervously under her scrutiny. _Does she know…? _Their positioning earlier would have made the evidence startlingly clear to her. As her lip curled ever so slightly he realised she had tried to embarrass him in front of Chloe!

Her silent teasing ended suddenly as Lois was slapped hard across the head by an expert pillow swing from Chloe. Lois tumbled off the bed going with the unexpected momentum taking a few pillows down with her. When she didn't reappear straight away Chloe crawled to the end of the bed and peered over the edge only to be grabbed and pulled down also. At the sounds that immediately filled the air, Clark knew that Lois had resumed her tickling of Chloe even though he couldn't currently see them from his perspective.

"You know Clark, feel free to jump in anytime!" Chloe managed to gasp out between giggles.

"Now why would I want to do that when the show is so much more _entertaining…?" _He responded cheekily to the tussle going on below.

As soon as he had spoken Lois and Chloe both raised their heads to look at him over the edge of the bed. He grinned at them shamefacedly as they took in his relaxed posture luxuriously spread out amongst the pillows like the master of his harem.

"Oh really…" Lois drawled as she looked to Chloe.

It seemed both cousins were thinking the same thing as they suddenly jumped to their feet with pillows in hand and charged Clark. Lois got there first and delivered the first blow directed straight at his chest. Immediately on impact the pillow in her hand exploded sending hundreds of small feathers into the air around them. Completely startled by this, all three froze on the spot staring of what remained of the shredded pillowslip as feathers started to gently settle around them.

"Chloe did you see that? It just exploded!" Lois said amazed and incredibly amused.

Clark hurriedly glanced at Chloe for help coming up with an explanation.

"Uh… yeah wow, that pillow must've been filled right to the seams and ready to burst…" Chloe suggested lamely with a shrug.

"You mean like Smallville's boxers?" Lois said with a naughty grin. Things were finally getting back to normal and she could almost forget the kiss had even happened. Almost.

Clark only glowered at her so she picked up another pillow and whacked him over the head. Again on impact the pillow exploded. Lois' jaw dropped…

"What the hell!?" She exclaimed to no one in particular as she looked again to the pillow remains in her hand. This one was a different style to the other completely.

Clark shot a desperate pleading look to Chloe but she was obviously was finding the whole situation very funny.

"Hey… that's so weird. Let me try!" With a big grin on her face Chloe swung her pillow at Clark's shoulder and again it exploded in a shower of feathers.

"_Hey!!_" Clark shouted in protest pretending as though being hit by pillows was annoying. In truth he could hardly even feel their touch as they collided with him.

"Wow Smallville, whattya wearing under that skin of yours? Steel?" Lois asked a little bewildered.

"Maybe it's just a coincidence?" Clark suggested shrugging.

"One way to find out…" Lois grinned evilly and grabbed another pillow before delivering another swipe at him. Chloe was already swinging at him in time with Lois so both pillows burst simultaneously on impact with his body.

They both started giggling madly as more feathers filled the air around them. Clark could only pretend to sulk as though annoyed.

"Yeah real funny guys!" Clark grumbled.

He was answered only with more feathers and odd bits of fluff flying into the air, as the exploding of pillows on Clark never seemed to grow old. He resigned himself to his fate and feigned cringes and cowers as though trying to avoid their attacks. He was pretty sure he could control the force of his own swings so that he wouldn't hurt either of them but the two never really gave him a chance to move to defend himself. And besides both girls were obviously enjoying themselves immensely as their laughter filled the room competing with feathers for dominance.

The one-sided pillow fight continued until the pillow supply began to dwindle and the remains left a soft sheet of feathery, pillow stuffing goodness covering the entire bedroom. At one point Clark had grabbed Chloe by the ankle and held her upside down for a moment as he stood and tried to shake the layer of pillow guts off of him. But then Lois had jumped onto his back in aid of her cousin and simply the sensation of her body against his had caused him to lose control of his senses and he dropped Chloe in a heap in the bed. Then the barrage of hits had continued and all Clark could do was stand still taking each one as he waited for their sport to end.

Chloe was about to swing the final pillow at Clark when Lois' loud voice pierced the rain of feathers, startling her to the core.

"**Nnnoooooooooooo!**" Lois yelled and leapt for the pillow in Chloe's hand. It was Clark's plaid one- her favourite.

Snatching it from Chloe, Lois held it close protecting it from the same fate as the other once-were-pillows.

Both shocked at the sudden outburst, both Chloe and Clark stood frozen wearing the familiar 'deer caught in the headlights' expression.

Clark was the first to snap out of it when he recognised what it was that Lois was cuddling in her arms.

"Hey! That's my pillow!" Clark announced with indignation. "I've been looking everywhere for that!"

* * *

_Ah oh… busted!_

Chloe sent Lois the 'I told you so' look and hastily started examining her nails leaving Lois to fend for herself.

Lois looked down affectionately at the plump pillow cradled in her arms. How would she ever be able to justify the blatant stealing of it from Clark?

Grinning sheepishly Lois looked back up at Clark and decided to play dumb. "You mean this is _your_ pillow?"

Clark's entire disposition appeared to change before her eyes as he went from being slightly disgruntled to more than a little intrigued. Of course it was his pillow. Who else would have plaid pillowslips? But that didn't explain why Lois was clinging to it like her life depended on it. The amused grin and sparkle in his eyes spoke volumes as he zoned in on Lois.

"Why do you have _my_ pillow Lois?" He asked mischievously.

"Uhhh… I must've just accidentally packed it with the rest of my stuff when I moved here…" Lois offered trying to sound equally as surprised by the pillows appearance.

Clark just smiled knowingly as he chose to ignore her lame explanation. "First my shirts… then my boxers. Now you're stealing my pillow as well? I know you admitted you love plaid last sleepover, but don't you think this obsession towards my things is getting a little out of hand…?"

Lois' jaw dropped at Clark's suggestive claim but it quickly snapped shut again when Chloe coughed out a not so subtle, "plaid fetish!" She glared daggers at her cousin and considered whacking her again with the last pillow but reconsidered not wanting to risk it popping on nearby Clark.

"I'm telling you Clark it's no big deal- I accidentally brought your stupid pillow with me when I moved, so what?" Lois threw at him brusquely trying to avoid the implication of being so attached to his things.

"So in that case, you're saying that I can have it back then? Since you _accidentally_ took it… and it rightfully belongs to me after all?" Clark asked still wearing a big dumb grin.

"Of course," Lois returned indifferently but made no move to hand it to him. If anything her hold on it increased.

"Come on Lo, you said you liked that pillow because it was really comfortable. I'm sure Clark only want's the pillowslip back so why not give him back his plaid and you keep the actual pillow? That way everybody wins." Chloe pointed out a simple resolution but her tone suggested she was very doubtful of the reason Lois had originally given for favouring the pillow.

Lois gripped a handful of plaid pillowslip in alarm not willing to part with it. _But…but…_

Clark lowered his head and his grin became dangerous as he whispered a teasing, "What's so special about **my** pillow Lois?"

Lois couldn't answer as Clark continued to stare at her unwavering with a very self-satisfied smile. She bit her lip uncomfortably as she found herself trapped by his eyes. _Because it reminds me of you…_

"It reminds her of you…" Chloe cut in gently coming to her cousin's aid.

Lois nearly died of mortification hearing Chloe give voice to her own private thoughts. Admitting them to herself was one thing but having someone say it out loud made the situation entirely too real and confronting. The panicked look she gave Chloe conveyed her discomfort at what was happening far too quickly.

Clark looked at Chloe surprised at the admission. He had only been teasing Lois and didn't expect anything remotely serious to come of it. He blushed not knowing what to say and not wanting to get his hopes up. He wished someone would expand a little on that statement…

Chloe realised she had overstepped the line and forced her cousin into a very compromising place for her. She rushed to fix it before Lois bolted.

"What I mean is, the time Lois spent on the farm with you- er your family really meant a lot to her and at times she misses that when she's all alone here. It's kind of strange but she took the pillow as a sort of keepsake of those memories in case she got lonely here…" Chloe fabricated diligently using half-truths to concoct something reminiscent of what she knew Lois felt towards the Kents and their hospitality.

Lois managed to mask her stunned look as Chloe effectively saved her arse after being the one who tossed her out in the cold to begin with. She managed a softened, thankful look for her cousin showing her appreciation at the unexpected help during her time of need.

Chloe felt relieved when Lois visibly relaxed at the new easier to deal with spin on the pillow's importance and also upon taking note that they hadn't crushed Clark in the process. Instead of being disappointed in the lack of love proclamations surfacing, Clark appeared to be presently surprised that Lois thought so highly of the time she'd spent living with him at the farm.

"I did sleep with this pillow when I stayed in your room so in a way it reminds me of being there- at the farm that is," Lois admitted shyly with a bit of a blush. _I mean the fact that it smells like you has absolutely nothing to do with it… _"I know I shouldn't have taken it without asking. I'm sorry…"

"No, no I'm sorry I didn't know it meant that much to you," Clark mumbled suddenly feeling shy himself and self-consciously scratched the back of his neck. "You can go ahead and keep it Lois."

"Thanks Clark," Lois said softly and smiled up at him making Clark blush a little.

"Those boxers on the other hand… don't even ask me why she'd have those though, cause I haven't got a clue." Chloe said sneakily not letting it slip their minds that Lois also had been quite comfortably wearing his shorts earlier.

Lois knew it had been too good to be true and quickly interjected with a grand, "Well I'm glad **I've** got a pillow to sleep with tonight." She chuckled when both Clark and Chloe realised that they had nothing to sleep with. "Too bad for you two."

"Aww _Cuz_!??" Chloe combined a whine and a plea and latched onto Lois' arm.

Not being able to deny that face Lois decided to show her cousin some pity, "Alright you can share it then."

Clark stood staring at the mass of feathers dejectedly when a hint of colour caught his eye. Grabbing a hold of it he shook off the offending feathers and held up the small stool cushion that had miraculously managed to evade the pillow massacre. In Clark's large hand the miniature cushion had the look of something extremely pathetic and he peered at it curiously not being able to deny it looked somewhat familiar.

"Well Clarkie, seems like you found yourself a pillow after all. Good for you." Lois acknowledged playfully before passing her pillow to Chloe and moving across the room to fetch them a blanket for later.

Chloe yawned loudly and lay herself down on the bed making herself comfortable on Lois' pillow. Following her lead Clark lay down on the opposite side of the bed placing the stool cushion under his head and attempting to make out like he was very comfortable that way. When Lois returned she was carrying a large, bright red blanket bundled in her arms that she haphazardly dumped on the end of the bed. Clark recognised the blanket as the very same one Lois had wrapped around him the day she had found him stark naked in the cornfield. He smiled to himself at the memory of their first meeting and how he clearly remembered Lois checking him out. He had a feeling Lois would without a doubt deny doing any such thing though if he ever questioned her about it.

Lois took a moment to study her two friends as they were spread out on her double bed. Clark lay to the left pretending that he was very pleased to be having the smallest pillow in existence at his disposal. She had to force her eyes away from his nearly naked self, lying on her bed like he belonged there and make herself look at Chloe. Chloe was lying propped up on her side towards the right side of the bed. The space left between Clark and Chloe was big and inviting and Chloe patted it enthusiastically calling Lois to join them. Lois forced a smile and then glanced at the small space behind Chloe on the right edge of the bed. She moved to that side and forced her way onto the bed pushing Chloe towards the middle.

"Chloe's in the middle," Lois stated with a cheery finality in her voice.

"Fine, fine… " Chloe grumbled and scooted over a touch giving Lois more room on the right side of the bed. Trust Lois to use her as a barrier.

But Chloe had to wonder… was she a barrier to keep Lois safe from Clark?

Or was it to keep Clark safe from Lois?

* * *

Questioning who would really jump whom first if given the chance only truly succeeded in making Chloe increasingly more uncomfortable about sleeping in the middle. A very disturbing image came to mind of being smothered to death as Lois and Clark both tried to embrace each other around her in their sleep. Having spent the night feeding the fire she didn't really like suddenly being stuck in the path of the blaze that was building around her.

Rolling over to face Lois, Chloe leaned in close trying to engage in a quick private interlude with her cousin despite Clark lying just behind her. "Do you really think that me being piggy-in-the-middle is really that great of an idea?"

"Um Chloe- have you forgotten about _Smallville's dreams??_" Lois answered hushed with a 'are you crazy?' look. "We're in my bed remember and I would prefer to keep it nice and _dry_ if you know what I mean. Let's not encourage him to let loose… **you** stay in the middle."

The room had begun to darken as the night wore on but even without the aid of the lamp on Lois' bedside table Clark was sure his blush would have been enough to light up the room. "Umm guys! I am right here!" He groaned out in a mix of embarrassment and indignation. _I DO NOT have wet dreams about Lois!_

"Watch it Clarkie, or you'll be on the couch tonight!" Lois cautioned over Chloe's head hushing his outburst.

"Fine!" Clark responded still miffed and made a move to get off the bed.

"No! Wait!" Chloe yelled grabbing Clark's arm and pulling him back to his previous position. "_Everyone_ stays." She shot Lois an annoyed glance- she had nearly ruined everything. Lois just sent a tight smile her way accompanied by a blasé shrug.

Spurred on and intent to see the plan through- even if it killed her- Chloe sat up and huffily grabbed an edge of the blanket at their feet and pulled it over her before reaching over Lois and turning off the bedside lamp sending the room into darkness. She then once again settled her head back down on her half of the pillow as though preparing to turn in. To the darkness she announced loud and clear, "This wouldn't even be an issue if you two didn't suck face earlier."

A gasp from her left and a loud gulp from her right told Chloe that her words had really hit home and she closed her eyes with a satisfied sigh ready to feign sleep.

Eyes quickly adjusting to the dark, Lois stared down at a very serene faced Chloe. _And I gave you half my pillow…! _She had to fight the urge to pull it out from under Chloe's head. Looking over at Clark he seemed to be mirroring her propped up position and staring down at Chloe with an equally surprised look. Sensing her eyes on him Clark looked up and gave her a helpless, shy smile. It wasn't his fault Chloe was so good at pointing out the obvious.

"I know you're awake Chlo," Lois growled huffily into Chloe's ear. _You are not leaving me alone with him!_

Chloe didn't stir at all; she had always been good at pretending to be asleep. It was amazing the sorts of things people would reveal in your presence when they thought you weren't listening.

"Chloe!" Lois snapped before glancing at Clark apprehensively. She knew Chloe was faking it but as long as her cousin refused to talk it still left her practically alone to deal with Clark.

Feeling as though he had lost his safety blanket when Chloe shut herself off from them, Clark reached out for the next best thing… a real blanket. Reaching out for his share of the red blanket Clark pulled it over him and calmly lay himself back down on his cushion. Taking deep breaths he desperately tried to think of something casual he could say to Lois.

Seeing Clark act so cool about the situation made Lois' competitive streak come out again and she yanked at her share of the blanket, partially removing the portion that was covering Clark and lay down also. She racked her brains trying to come up with something to say to Clark that would not communicate how very uncomfortable she felt about being left with him. In the end she realised that anything she said had to be better than the illicit thoughts of him running through her mind and the deafening silence that was choking them.

"So… how are the shorts going?" She asked the first thing that came to her head trying to be relaxed about it. She immediately cringed at her own words.

Eventually Clark's response arrived from over Chloe. "They're kind of tight."

Lois couldn't help grinning at his honesty and she realised she was giggling. Clark soon joined in with his own quiet chuckle as they both released a bit of the tension in the room. It was when Lois realised that Chloe was also silently shuddering to her own amusement that Lois knew exactly what she had to do to call Chloe's bluff…

"Well you know you could always just take them off…" Lois boldly suggested and bit her lip. Chloe immediately froze next to her so she knew she'd effectively struck a chord there but it was Clark's sudden silence that was really making her uncomfortable. She knew she was blushing profoundly at her own suggestion that Clark be naked in her bed. She didn't really mean it but still the idea was enough to get to her. Thankfully the darkness hid any additional colour in her cheeks as she hesitantly waited for a response from him.

"Uh… I don't think that's such a good idea Lois…" Clark said tentatively.

"Why not?" Lois said pushing him to play along and already wincing at where she knew she was going to take this. "Surely Clark Junior would enjoy a little fresh air…?" She shoved her fist into her hand and bit hard to hold back her laughter. As awkward as this really was somehow not having to look at Clark made it a lot easier to act disconnected to the whole thing.

Clark groaned out his frustration and sat up to look at Lois a little confused at her evocative attitude all of a sudden. She was purposely pushing his buttons in front of Chloe who was obviously still awake and listening keenly. "What is it with you and _Clark Junior?_" He hissed dangerously down at her noticing the fist stuffed in her mouth to stop her giggles. She was enjoying this immensely. "It seems it's not the plaid you like so much but what's inside it!"

Lois' eyes expanded to the size of saucers as she sat up to stare open mouthed at Clark's bold comment. He was glaring at her obviously having missed the entire point of what she was doing. She rolled her eyes and then motioned down at Chloe who was still lying eyes closed and unmoving between the two of them. She gritted her teeth and pointedly delivered her next line, "Well you know me, I just can't get enough of _Junior_."

Clark blushed when he realised that she was really in fact baiting Chloe. "Oh right… well in that case." Hastening to do his part, Clark started to wriggle around as though going through the motions of removing his boxer shorts.

Immediately Chloe's eyes shot open and she sat up launching at Lois and grabbing onto her for protection. "NO NUDITY WHILE CHLOE'S IN THE BED PLEASE!" Chloe screamed in alarm. "Clark put your pants back on **now!**"

"But-" Clark began but was immediately interrupted by Lois.

"Maybe **you** should leave the bed then?" Lois suggested daringly.

Chloe's jaw dropped as she looked at her cousin. Then the realisation dawned on her, "Clark never took off his pants did he?"

Lois wrinkled her nose cutely and grinned at Chloe. "Nope."

Releasing her death hold on Lois, Chloe lay back down sending a glare to either side of her. "You guys suck!" She grumbled.

Lois smiled impishly as she stretched and lay down next to Chloe with a suggestive, "And very well I've been told."

Clark started choking on his own saliva and hurriedly lay down covering his face with the blanket.

"Lois!" Chloe squealed scoldingly.

"What? I had to give Clark something new to fuel his dreams tonight…" She said innocently. The whole being in the dark thing did real wonders for removing the awkward factor.

Clark could only groan knowing Lois' words would inevitably haunt his sleep now. Not forgetting the fact that he now knew what she tasted like… what her tongue could do… what her breasts felt like pressed against him... He groaned loudly again and rolled over stuffing his face into his measly little cushion.

"This never would have happened if you didn't _sleep_ with me that night," He mumbled into the pillow in mounting frustration not meaning for Lois to hear it.

"Excuse me _buddy_, but I recall that you slept with me! It was technically my bed at the time!" Lois said rising to the challenge, propping herself up on her side once again to look over at him.

"No way!" Clark poked his head out from under the blanket to return the confrontation. "I vividly recall being in the bed first and then **you joined me**. That means **you slept with me! **…Our last sleepover though, I admittedly slept with you." He blushed slightly realising the absurd subject matter of their current argument.

"Alright… well now that we're all agreed on _who has slept with who_, are you two really sure that you want me to stay?" Chloe proposed teasingly. She could almost feel the heat coming off the two off them in waves as they bantered back and forth suggestively.

"Yes!" Both Lois and Clark yelped as they locked eyes on each other and then dived back to their respective sides of the bed cowering for safety on either side of Chloe.

Chloe sighed loudly not believing how hopeless the two of them were when it came to each other. It was blatantly obvious that they wanted each other but neither was willing to admit it.

Closing her eyes and focusing on 'the plan' Chloe knew it was only a matter of time before the final stages could be set in motion…

* * *

The sleepover was finally winding down as all three participants tucked themselves comfortably into Lois' bed ready to attempt sleep.

"G'night Chlo."

"Sleep tight Lo."

"Night Smallville."

"Goodnight Lois."

"Goodnight Chloe."

"Goodnight Clark."

"Goodnight Shelby!"

"Oh please, I just got rid of the fur ball, do you have to remind me?"

Silence.

"G'night Clark…" Lois purred.

"You already said good night to me," Clark stated puzzled.

"I wasn't talking to _you_…" Lois replied suggestively.

"Oh god," Chloe groaned squeezing her eyes closed even tighter. She could only take so many allusions to Clark's body parts before it got old. "Go to sleep Lois!"

Lois giggled and then cuddled deeper into her pillow next to Chloe. Alluding to Clark's body parts could never get old.

It took some time but eventually Lois started snoring quietly into Chloe's ear and Clark rolled over turning his back on them allowing himself to succumb to sleep. Chloe waited patiently for his breathing to even out and then waited a little bit longer for good measure before ever so slowly shimmying her way down the bed, wriggling her way out from between her two bed buddies.

When she reached the end of the bed she expertly crawled out from under the large blanket and carefully levered her weight off of the bed. Once standing firmly on the floor and having double-checked that she hadn't woken either of them, she danced a little bit of a jig in celebration of her success. She'd done all that she could do and now it was up to fate to do the rest.

Turning to tiptoe away Chloe shivered at the cold draft wafting through the apartment. Rubbing her arms she looked back at the bed enviously noticing how very warm Lois and Clark both looked under that thick red blanket. The sleeping pair dominated each side of the bed respectively leaving a big space in between, both content to stay where they were as long as they remained comfortable. Chloe frowned knowing that would not do at all and realised there was one last thing she could do to push things on a little faster. Inwardly snickering to herself she grabbed handfuls of the blanket and tugged at it swiftly, removing their warm cover in a few quick heaves.

Wrapping the blanket around herself like a cocoon, she crept quietly out of the room heading for the couch as she hummed a very satisfied, '_There were two in the bed…'_

* * *

Lois nuzzled her pillow affectionately revelling in the fact that it smelt so much like Clark. She drank in his scent smiling as she allowed her thoughts to wander to all those things about her favourite farmboy that she would usually keep well hidden under lock and key.

Clark smiled happily and pulled dream Lois closer to him. Ever since that first shared sleeping encounter Lois had graced his dreams each night without fail. Though despite others' beliefs as to what usually went on in those dreams, they weren't always about sex. While many did of course involve a lot of very hot sex… every now and again he'd have a dream where he'd just be holding Lois in his arms never wanting to ever let go. Tonight he was having that particular dream and for some reason it had never felt more perfect.

Clark's scent surrounded Lois catching her up in a fantasy where she could truly believe that Clark was right next to her holding her securely in his arms. His embrace offered a kind of warmth like she'd never experienced before and she cuddled into him craving more of that sweet feeling.

For both of them the only thing that could possibly be better than holding this dream person would be to hold the real thing…

Clark's eyes bolted open when he suddenly felt very real movement at his side and his entire body froze as he immediately recognized the head of hair burrowing into his neck. Dream become reality- Lois Lane was sleeping flush against him, head tucked into the curve of his neck and held in place there by his very own arms as they wrapped around her and pulled her in. Clark swallowed dryly not know what to do. If Lois woke up and found him holding her like this he'd be dead meat. To be fair she too was doing her fair share of holding with an intrepid leg swung possessively over his own… though Clark knew she'd probably find a way to blame that on him as well. As incredible as this all felt he knew he had to let her go as soon as possible, though he feared even the slightest shift would be enough to wake her…

Lois found herself musing that Clark's pillow had never quite felt so firm before and cracked open an inquisitive eye only to get an eyeful of very real skin stretched over a perfectly sculpted male chest- Clark's chest. It dawned on her that she hadn't been using Clark's pillow at all but rather her pillow was in fact Clark. Tensing at the discovery of how very intimate their present embrace was Lois doubted she could escape without waking Clark.

Clark felt Lois tense and he immediately started to panic believing quite confidently that Lois was now very much awake. He didn't dare move a muscle and willed his racing heart to slow down.

Lois could feel Clark's heart beating franticly against her cheek and she knew that he too was awake and completely freaking out about their present situation. Not knowing what to say to address what was happening Lois decided to simply not say anything at all and pretend she was still asleep. She knew her uneven breaths would give it away but she didn't know what else to do. Ironically she was afraid when being in his arms felt like the safest place in the world.

"Lois…?" Clark whispered tentatively.

Lois squeezed her eyes shut tight not being able to hold back another edgy jolt as Clark whispered her name being able to see straight through her act. She wasn't ready for this conversation yet and more than anything she wasn't ready to let go of him just yet. So she did just the opposite and nuzzled her face further into his neck, intentionally snuggling harder against him and willed herself to relax. This was obviously where she wanted to be so why fight it?

"We'll worry about it in the morning," she stated assertively.

It took Clark a moment to relax as the meaning of Lois' words caused his stomach to start doing an endless string of back flips. Returning her hug as good as she was giving he lifted his head to deliver a soft kiss to the top of her forehead. There was so many things he wanted to say to her in that moment but he feared he'd scared her off with the intensity of what he was feeling. He started tracing idle patterns on her back not realising he was writing the Kryptonian symbol for 'love' and 'soul mate' with his finger over and over again.

Smiling timidly Lois couldn't stop the warm fuzzy feeling she'd recently associated with being around Clark from taking over her body entirely. She knew she'd struggle to get any more sleep tonight if they were to remain cuddling like this but that hardly bothered her at all. It just felt too right.

"Lois?" Clark suddenly prodded disturbing her peaceful reverie.

"Mm-hmm?" She mumbled back.

"You've got a marshmallow in your hair," he stated still whispering but with a familiar hint of affectionate teasing edging into his voice.

Rising up on an elbow she peered at him with a humoured smirk and raised her other hand to brush through her hair in search of the pesky treat. Clark beat her to it though and carefully pulled it from her hair. He was about to put it in his mouth when Lois cheekily snatched it from his hand and popped it in her own mouth, swallowing after only a couple of bites and then grinning victoriously at him.

"Hey, I wanted that," he pointed out in mock disgruntlement.

"Oh really…?" She said slyly before surprising them both by leaning down to press her lips against his for the second time that evening.

Clark immediately opened his mouth tasting the marshmallow all over her. Their tongues languorously tussled until Lois forced herself to break the kiss not trusting either of them to stop anytime soon- something which would inevitably lead to a very awkward scenario with Chloe probably sleeping just out in the next room.

Clark took his time opening his eyes to look up at her brightly. He licked his lips grinning, "Better than a marshmallow any day…"

Lois shared his easy smile before settling her head back down against his chest once again where she could listen to his steady heartbeat.

"Clark?" Lois asked after a few beats.

"Yes?" Clark returned enthusiastically.

"These feathers are really itchy!" She announced randomly.

Clark chuckled and then leisurely rearranged her with ease by lifting her to lie directly on top of him away from all the feathers littering their bed. "Better?"

"Much," She answered cutely making herself comfortable in the new position. Clark didn't seem at all bothered by her entire form weighing down on him. Lying on her stomach with her arms crossed on his chest she rested her chin just below his and continued to stare down at him almost curiously unable to look away now. It was only then that she noticed he had _her_ plaid pillow tucked under his head.

"Chloe stole the blanket," Clark stated relaxedly.

"I know, trust- she's got more clothes on than the two of us put together…"

"Are you cold?" He asked in concern wrapping his arms around her once again still not believing she was there.

"Not in the slightest," she replied grinning winningly.

"You know-" Clark began offhandedly, "These shorts are still _really _tight."

"Nice try Smallville…" Lois returned knowing exactly what he was playing at. "Boxers stay on."

Clark blushed playfully giving her a sheepish 'it was worth a try' look. "Guess I'm still not ready for _that_ Lane sleepover yet huh?"

"Damn straight… but I'm sure you'll get there _eventually_."


End file.
